
The 67-acre Diamond District site is bordered by Arthur Ashe Boulevard, Hermitage Road, the interstate and the railroad tracks. (BizSense file)
Correction: An earlier version of this story incorrectly reported that Loop Capital was part of Diamond District Partners LLC. The LLC was formed by Thalhimer, which entered into the revised development agreement with the city without Loop signed on to the LLC or the agreement.
A judge has rejected the $40 million lawsuit that developer Republic Properties brought against its former teammates on Richmond’s Diamond District project, though the legal battle surrounding the ballpark-anchored development may not be over.
In a ruling last week, Richmond Circuit Judge Bradley Cavedo tossed out the lawsuit from D.C.-based Republic, which argued that locally based Thalhimer Realty Partners and Chicago-based Loop Capital breached an alleged partnership when they continued with the project without Republic.
Cavedo rejected Republic’s argument that the firms had formed a business partnership when they vied for and won the project as a group. Republic had assembled the group and formed an entity called RVA Diamond Partners LLC, but Thalhimer and Loop, in their responses to the suit, said 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.
In his ruling, which followed an initial hearing in December, 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.”
“While conceding that the parties did not execute a formal or written partnership agreement, (Republic) correctly notes that a partnership can be formed unintentionally.…But as the parties advanced in their pursuit of this project, they formed a limited liability company…” Cavedo’s ruling reads.
The ruling adds that Republic’s lawsuit goes on to describe the group as a partnership “without identifying which of the two entities—RVA Diamond Partners, LLC or the alleged partnership—is engaging in the various activities chronicled in the Complaint.”
Citing the Virginia Uniform Partnership Act, Cavedo says in his ruling that the statute “proves helpful in defining certain parameters for what conduct constitutes a partnership,” but that, “Conversely, the statute affords protection to parties from being roped into an alleged partnership…”
“The Court acknowledges that not all concerted action constitutes a partnership,” Cavedo’s ruling reads. “An ‘association of co-owners of a business for profit’ is a specific and distinct characteristic of partnerships.”
The ruling rejects Republic’s lawsuit on all counts, but also allows it to amend and refile its complaint within 28 days.
Reached Friday, Republic’s lead attorney, Edward Tolchin with Offit Kurman, said it was likely that they would amend the complaint.
In a statement to BizSense, Thalhimer CEO Lee Warfield said the company is “pleased with the court’s ruling.”
“Our team is now 100% focused on bringing the Diamond District project to fruition for the benefit of the City of Richmond, its residents and all of the visitors this project will attract,” Warfield said.
The statement was provided on behalf of three of the named defendants in the case: Thalhimer Realty Partners, the firm’s real estate development arm that’s now leading the project solo; Diamond District Partners LLC; and TRP principal Jason Guillot.
Loop Capital, which has since bowed out of the project as an investor, also was named in the suit as a defendant, along with Loop CEO James Reynolds and two other Loop associates. Loop had 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.
Republic argued in the suit, which it filed last July, that TRP and Loop struck out on their own without first dissolving their alleged partnership. TRP and Loop maintained that Republic’s argument failed because they never executed an agreement.
TRP and Loop also argued that Republic waived any rights it may have had against them when Republic refused to sign off on the earlier development agreement and withdrew from participating in the project.
The team change was made as the city pivoted its financing approach for the $2.4 billion project that includes a new baseball stadium to replace The Diamond. Diamond District Partners, now led by TRP, 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.
Republic maintains it stands to lose $40 million in value from the project. It is represented in the case by Tolchin and Christian & Barton attorney David Harless, who was added as local counsel late last year.
Harold Johnson with Williams Mullen represented TRP, DDP and Guillot in the case. Alan Bart and Daniel Herbst with Reed Smith represented the Loop defendants.

The 67-acre Diamond District site is bordered by Arthur Ashe Boulevard, Hermitage Road, the interstate and the railroad tracks. (BizSense file)
Correction: An earlier version of this story incorrectly reported that Loop Capital was part of Diamond District Partners LLC. The LLC was formed by Thalhimer, which entered into the revised development agreement with the city without Loop signed on to the LLC or the agreement.
A judge has rejected the $40 million lawsuit that developer Republic Properties brought against its former teammates on Richmond’s Diamond District project, though the legal battle surrounding the ballpark-anchored development may not be over.
In a ruling last week, Richmond Circuit Judge Bradley Cavedo tossed out the lawsuit from D.C.-based Republic, which argued that locally based Thalhimer Realty Partners and Chicago-based Loop Capital breached an alleged partnership when they continued with the project without Republic.
Cavedo rejected Republic’s argument that the firms had formed a business partnership when they vied for and won the project as a group. Republic had assembled the group and formed an entity called RVA Diamond Partners LLC, but Thalhimer and Loop, in their responses to the suit, said 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.
In his ruling, which followed an initial hearing in December, 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.”
“While conceding that the parties did not execute a formal or written partnership agreement, (Republic) correctly notes that a partnership can be formed unintentionally.…But as the parties advanced in their pursuit of this project, they formed a limited liability company…” Cavedo’s ruling reads.
The ruling adds that Republic’s lawsuit goes on to describe the group as a partnership “without identifying which of the two entities—RVA Diamond Partners, LLC or the alleged partnership—is engaging in the various activities chronicled in the Complaint.”
Citing the Virginia Uniform Partnership Act, Cavedo says in his ruling that the statute “proves helpful in defining certain parameters for what conduct constitutes a partnership,” but that, “Conversely, the statute affords protection to parties from being roped into an alleged partnership…”
“The Court acknowledges that not all concerted action constitutes a partnership,” Cavedo’s ruling reads. “An ‘association of co-owners of a business for profit’ is a specific and distinct characteristic of partnerships.”
The ruling rejects Republic’s lawsuit on all counts, but also allows it to amend and refile its complaint within 28 days.
Reached Friday, Republic’s lead attorney, Edward Tolchin with Offit Kurman, said it was likely that they would amend the complaint.
In a statement to BizSense, Thalhimer CEO Lee Warfield said the company is “pleased with the court’s ruling.”
“Our team is now 100% focused on bringing the Diamond District project to fruition for the benefit of the City of Richmond, its residents and all of the visitors this project will attract,” Warfield said.
The statement was provided on behalf of three of the named defendants in the case: Thalhimer Realty Partners, the firm’s real estate development arm that’s now leading the project solo; Diamond District Partners LLC; and TRP principal Jason Guillot.
Loop Capital, which has since bowed out of the project as an investor, also was named in the suit as a defendant, along with Loop CEO James Reynolds and two other Loop associates. Loop had 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.
Republic argued in the suit, which it filed last July, that TRP and Loop struck out on their own without first dissolving their alleged partnership. TRP and Loop maintained that Republic’s argument failed because they never executed an agreement.
TRP and Loop also argued that Republic waived any rights it may have had against them when Republic refused to sign off on the earlier development agreement and withdrew from participating in the project.
The team change was made as the city pivoted its financing approach for the $2.4 billion project that includes a new baseball stadium to replace The Diamond. Diamond District Partners, now led by TRP, 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.
Republic maintains it stands to lose $40 million in value from the project. It is represented in the case by Tolchin and Christian & Barton attorney David Harless, who was added as local counsel late last year.
Harold Johnson with Williams Mullen represented TRP, DDP and Guillot in the case. Alan Bart and Daniel Herbst with Reed Smith represented the Loop defendants.
Interesting to see if it is refiled and if it gets tossed again. Always thought if they never signed any agreement how did the loose out on anything. If I don’t sign the contract to buy the home the seller/builder can’t sue me for a default for not closing.