The 67-acre Diamond District site is bordered by Arthur Ashe Boulevard, Hermitage Road, the interstate and the railroad tracks. (BizSense file)
The $40 million legal squabble surrounding Richmond’s ballpark-anchored Diamond District development is back for another at-bat.
Republic Properties filed an amended lawsuit against its former teammates on the project, Thalhimer Realty Partners and Loop Capital, which it now argues they breached a business “venture” when they continued with the project without Republic.
D.C.-based Republic, which led an earlier iteration of the Diamond District development group before withdrawing from participating in the project, had previously argued in its original lawsuit that Thalhimer and Loop had breached a business “partnership” that was formed through their pursuit and award of the project.
But last month, Richmond Circuit Judge Bradley Cavedo rejected that argument and tossed out the lawsuit, though Republic was allowed to amend and refile it. In his ruling, Cavedo said Republic failed to establish that a partnership between the parties existed, and that he “finds a distinction between pursuing a contract and carrying on as co-owners of a business.”
The amended suit, which was filed last week, argues instead that the three parties created a business venture to respond to the city’s solicitation for the project, entered into “a special combination” to profit and benefit from it “without any formal partnership or corporate designation,” and later drafted a venture agreement that was signed by Republic and Thalhimer, though not Loop.
Specifically, the venture agreement – which was included and referred to in the original suit – was signed by Republic principal Jordan Kramer and Thalhimer principal Jason Guillot on behalf of LLCs that the companies had each formed for that purpose: Republic Projects LLC, which is the official plaintiff in the lawsuit; and Thalhimer’s entity, called Richmond RVADP LLC.
Republic Projects LLC is tied to Republic Properties’ parent company, Connecticut-based Republic Holdings Corp. The suit alleges that the “Republic/Thalhimer/Loop business venture constitutes a partnership or joint venture under Virginia law.”
A rendering of the ballpark-anchored Diamond District development along Arthur Ashe Boulevard.
The original development group had vied for the Diamond District project under a separate LLC called RVA Diamond Partners, beating out 14 other teams that competed for the $2.4 billion public-private project. Republic had assembled the group and formed the RVA Diamond Partners LLC, but Thalhimer and Loop argue that the parties never came to terms on or signed an operating agreement for the LLC.
Thalhimer later formed a new entity – Diamond District Partners LLC – and entered into a revised development agreement with the city, after Republic refused to sign off on an earlier development agreement and withdrew from participating in the project. Thalhimer has said Republic notified it in writing that Republic was bowing out of the project.
Republic argued in the original suit, which it filed last July, that Thalhimer and Loop struck out on their own without first dissolving their alleged partnership. Thalhimer and Loop countered that Republic’s argument failed because they never executed an agreement, and that Republic waived any rights it may have had against them when it refused to sign off on the earlier development agreement.
Chicago-based Loop, which has also since bowed out of the project as an investor, has asked to be dropped from the suit, contending that it never signed on to be part of either LLC and has no interest or involvement in the Diamond District project.
The amended suit still names Loop as a defendant along with locally based Thalhimer and Diamond District Partners LLC. It does not include Guillot, Loop CEO James Reynolds and two other Loop associates who were defendants in the original suit.
The City of Richmond is not a defendant in either suit.
Republic still seeks $40 million it says it stands to lose from the project. It now alleges 10 counts including fraud and conspiracy, neither of which were alleged in the original suit.
The amended suit also alleges breach of contract, unjust enrichment, breach of duty of loyalty, improper exclusion from joint venture, and usurpation of joint venture opportunity.
Republic is represented by Offit Kurman attorney Edward Tolchin and Christian & Barton attorneys W. David Harless and Roman Lifson.
Harold Johnson with Williams Mullen is representing Thalhimer and Diamond District Partners in the case. Doug Pittman and Daniel Herbst with Reed Smith are representing Loop.
The team change was made as the city pivoted its financing approach for the project that includes a new baseball stadium to replace The Diamond. Diamond District Partners, now led by Thalhimer solo, is signed on to develop a 30-acre first phase of the 67-acre mixed-use development, while development of the anchor ballpark is being managed separately by the Richmond Flying Squirrels and paid for by city bonds.
Construction on the ballpark is underway and targeted for completion by spring 2026. Construction has yet to start on the rest of the development but has been targeted to begin later this year.
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