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Clarification: This story has been updated to reflect additional reactions and clarify how several related companies could be impacted by the Court of Appeals ruling.
The Indiana Court of Appeals on Friday issued a mixed ruling that could complicate a two-year battle between the founders of a real estate development firm, a decision that will likely be appealed to the state’s highest court.
The appeals court upheld Madison Superior Judge Mark Dudley’s 2025 order that Indianapolis-based Pure Holdings Inc. and Pure Development Capital Inc. — both founded by Chris Seger and Drew Sanders — be placed in a receivership and dissolved after the equal partners couldn’t come to an agreement about the future of the firms.
But the appeals court said the local judge erred when he ordered the same for Pure Development Inc., a company wholly owned by Pure Holdings that has been involved in several major development projects in central Indiana, including the Box Factory project on Massachusetts Avenue and the LEAP Research and Innovation District in Boone County.
“Because [Pure Development] was not named as a party in the dissolution action, the trial court did not have authority to dissolve it,” the ruling found. “Accordingly, we reverse that dissolution. However, we affirm the dissolutions of Holdings and Capital, which were supported by evidence showing unbreakable deadlock between Seger and Sanders, who were each of those corporations’ sole decision-makers.”
Michael Limrick, attorney for Drew Sanders, said in an email that the decision removes “the cloud over Pure Development, Inc.”
“It should not have been dissolved,” Limrick said. “We’ll be asking the Indiana Supreme Court to examine the other issues addressed in the opinion.”
But Robert MacGill, who represents Seger, said Pure Development Inc. will still be dissolved as a subsidiary of Pure Holdings Inc. — just not directly through the trial court’s order.
“The Indiana Court of Appeals affirmed the dissolution of Pure Development Capital Inc. and Pure Holdings Inc. in a comprehensive opinion issued today,” MacGill said. “Mr. Seger has filed a motion in the trial court seeking the immediate appointment of a receiver over these two companies. Once appointed, the receiver will also assume control over Pure Development Inc.”
Seger had argued that the trial court judge did have the authority to order Pure Development Inc.’s dissolution because it is a subsidiary of Pure Holdings. But the appeals court decision said that “though Holdings owns 100% of Development’s stock, disposing of or distributing that stock is categorically different from dissolving Development itself.”
Pure Development “remains a separate corporate entity,” the appeals court said.
Both parties have 45 days to appeal the case to the Indiana Supreme Court.
The lawsuit stemmed in part from Sanders’ rejection of Seger’s efforts to grow the companies’ ownership structure. Seger sought to bring in Adam Seger and Brian Palmer, both of whom were longtime principals in the company, as investors with 5% common stock in Pure to match their profit interest in the firm’s operations.
When the two owners could not come to terms over that issue and couldn’t agree on a number of other key operational decisions, Seger filed the lawsuit.
Meanwhile, Seger launched a new company, Canopy 5 LLC, with Adam Seger and Palmer.
Chris Seger initially asked the trial court to appoint a receiver for Pure Development. He later offered a separate solution that would have had Canopy 5 inherit Pure Development’s portfolio and pipeline. Seger said transferring the projects to Canopy 5 would prevent default clauses in certain project contracts from being triggered.
But Dudley, the Madison county judge, found that plan to be an “inequitable” solution and rejected it in favor of the receivership plan.
The judge separately rejected a remedy proposed by Sanders, who sought a $65 million buyout of his stake in the company. (Seger had unsuccessfully attempted to buy out Sanders’s stake in the past, according to court records.)
When Canopy 5 was formed last May, Seger indicated he hoped to inherit Pure’s pipeline, although the mechanism for doing so wasn’t clear. The Indiana Economic Development Corp. has since awarded more than $47.4 million in contracts to Pure Development, but the nature of those awards isn’t immediately clear.
After the trial court’s ruling, Chris Seger placed his ownership interests in the Pure enterprises into a blind trust, which he said was an effort to avoid conflicts of interest between Canopy and Pure. Sanders argued to the appeals court that the move left Seger without standing in the case. But the court disagreed.
“Sanders first contends that Seger’s post-dissolution divestiture of his interest in the Pure companies deprives him of standing on appeal and renders the deadlock issue moot,” the court said. “He requests this Court reverse and remand for the trial court to dismiss the entire dissolution. We are unpersuaded.”
The appeals court also upheld the dismissal of two additional counterclaims from Sanders alleging Seger committed a breach of fiduciary responsibility and abuse of process, stating it saw no reason to revisit the matters.
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