REHOBOTH BEACH, Del. - The Delaware Court of Chancery has ruled in favor of Osprey Point Preserve LLC in its dispute with homebuilder NVR Inc.
In an Aug. 19 post-trial decision, the court found NVR, not Osprey Point Preserve, breached the companies’ Lot Purchase Agreement by unreasonably withholding approval of a revised site plan. The court also found Osprey Point Preserve owns the marina parcel and validly terminated its agreement with NVR.
HOW THE DISPUTE STARTED
The dispute centered on plans for amenities at Osprey Point, including a marina and other waterfront features.
Under the companies’ agreement, Osprey Point Preserve was responsible for the marina, while NVR had the right to review and approve or reject certain changes to development plans. The agreement said NVR could not unreasonably withhold approval.
Sussex County Council rejected plans for a commercial restaurant and commercial marina in 2023, instead allowing a private marina for Osprey Point property owners. Osprey Point Preserve later submitted a revised site plan.
NVR sued in May 2025, arguing Osprey Point Preserve breached the agreement by submitting the revised plan before NVR had an opportunity to review and approve or reject it. NVR also sought a ruling that the marina parcel should be transferred to the homeowners association.
WHAT THE COURT FOUND
The court rejected NVR’s arguments.
The judge found the agreement gave NVR the right to review changes but did not require Osprey Point Preserve to obtain NVR’s approval before submitting a plan to Sussex County.
The court also found NVR unreasonably withheld approval of the revised plan. According to the decision, the plan was substantially similar to one NVR previously supported, with some changes made after County Council rejected the commercial restaurant.
The court found NVR was seeking additional concessions from Osprey Point Preserve, including transfer of the marina parcel to the homeowners association. The judge found that was not a legitimate basis for withholding approval.
MARINA OWNERSHIP
The court found Osprey Point Preserve owns the 1.11-acre marina parcel.
The judge found the record showed the parties had consistently understood the marina parcel would remain privately owned and rejected NVR’s argument that the 2020 site plan transferred the property to the homeowners association.
Delaware’s Court of Chancery ruled for Osprey Point Preserve in its dispute with NVR, finding the homebuilder breached their agreement, the developer owns the marina parcel and validly terminated the lot-purchase agreement after NVR stopped buying lots.
CONTRACT TERMINATED
During the dispute, NVR stopped purchasing additional lots from Osprey Point Preserve.
The court found Osprey Point Preserve had delivered lots with utility hookups by June 2025, but NVR continued refusing to purchase them. The judge found NVR was in default and ruled Osprey Point Preserve’s January 2026 termination of the Lot Purchase Agreement was valid.
WHAT IT MEANS FOR THE MARINA
The ruling does not order or approve construction of the marina.
The court noted Osprey Point Preserve has not yet received permission from applicable regulatory agencies to build it. The decision establishes that Osprey Point Preserve owns the marina parcel and that its Lot Purchase Agreement with NVR was validly terminated.
The court entered judgment for Osprey Point Preserve on both of NVR’s claims and on Osprey Point Preserve’s breach-of-contract counterclaim. Several other counterclaims were deemed moot.
SEPARATE HOMEOWNERS LAWSUIT
A separate lawsuit filed by three Osprey Point homeowners accuses NVR, the parent company of NV Homes, of misleading buyers about planned amenities in the community.
The homeowners claim marketing materials showed features including a beach, boat slips and kayak access that were never delivered. The lawsuit alleges violations of Delaware consumer protection and common-interest community laws and seeks compensation for alleged lost home value, along with other relief.
That lawsuit is separate from the court dispute between NVR and Osprey Point Preserve addressed in the Aug. 19 ruling.
