NVR, Inc. v. Carter Farm, LLC and Choptank Road, LLC

13. NVR, Inc. v. Carter Farm, LLC and Choptank Road, LLC

**Citation:** 2026 WL 297226 (Del. Ch.), Case No. CV 2024-1051-DG

Relevant Facts

• NVR, Inc. seeks to enforce contracts to develop a 415-acre residential housing development in New Castle County, Delaware.

• The parties executed two Land Purchase Agreements in 2009 with Carter Farm, LLC.

• Between 2015-2016, Carter Farm subdivided the original parcels contrary to the LPA Record Plan.

• In March 2022, Carter Farm conveyed the entire property to Choptank Road, LLC without informing NVR.

• NVR did not file suit until October 2024, 15 years after executing the LPAs.

Legal Issues

Whether NVR's claims are time-barred under Delaware's statute of limitations; whether NVR's claims are barred by the doctrine of laches; whether NVR had inquiry notice of material facts at earlier times.

Decision by the Court

The Court of Chancery granted defendants' motion to dismiss the complaint in its entirety. The lis pendens recorded by NVR was canceled.

Reasons for the Decision

NVR had inquiry notice through the 2015-2016 subdivisions, the 2019 third-party conveyances, and the 2021 RFP. NVR's 2.5-year delay after learning of the March 2022 conveyance was unreasonable.

Trust Real Property

Trustee Duties & Fiduciary Liability