ACADIA BRANDYWINE TOWN v. NEW CASTLE COUNTY

No. 449,2004.

879 A.2d 923 (2005)

ACADIA BRANDYWINE TOWN CENTER, LLC, a Delaware limited liability company, Acadia Market Square, LLC, a Delaware limited liability company, and Acadia Brandywine Holdings, LLC, a Delaware limited liability company, Plaintiffs Below Appellants, v. NEW CASTLE COUNTY and State of Delaware, Division of Revenue, Defendants Below Appellees.

Supreme Court of Delaware.

Decided: July 21, 2005.


Attorney(s) appearing for the Case

Melvyn I. Monzack (argued), Mary Elizabeth M. Browder and Michael C. Hochman of Monzack and Monaco, P.A., Wilmington, Delaware for appellants.

Joseph Patrick Hurley, Jr. (argued), Department of Justice, for Division of Revenue.

Dennis J. Siebold (argued), New Castle County Law Department for New Castle County.

Before, STEELE, Chief Justice, HOLLAND, BERGER, JACOBS, Justices, and NOBLE, Vice Chancellor, constituting the court en banc.


STEELE, Chief Justice.

Two groups of limited liability companies effected a reverse merger, with one receiving real property and the other cash. The surviving company paid the state and county real estate transfer taxes and then filed an action in the Superior Court seeking a declaratory judgment that mergers are not conveyances of real property that are subject to the Delaware realty transfer tax. The issue is whether the...

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