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A state appeals court on Friday vacated a judge’s order to dissolve a local real estate development firm that for nearly two years has been the center of a legal battle between its owners.
The Indiana Court of Appeals said a directive to wind down the operations of Indianapolis-based Pure Development Inc. was made without proper authority because the firm wasn’t directly named as a party in the lawsuits filed by co-founders Chris Seger and Drew Sanders.
The initial ruling by Madison County Superior Court Judge Mark Dudley in May 2025 required the firm to be placed in a receivership ahead of its dissolution. However, the court of appeals stayed the appointment of a receiver as it considered the matter.
The appeals court found only affiliated firms Pure Holdings Inc. and Pure Development Capital Inc. — both of which were also ordered dissolved and named as parties — can be wound down.
“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.”
The reversal means that Pure Development will not be dissolved and additional steps must occur before the company can end operations — whether through legal channels or a settlement between Seger and Sanders.
“We’re happy that the Court of Appeals removed the cloud over Pure Development, Inc. — it should not have been dissolved,” Michael Limrick, attorney for Drew Sanders, said in an email. “We’ll be asking the Indiana Supreme Court to examine the other issues addressed in the opinion.”
While it’s unclear what that process might look like, Sanders has 45 days to appeal the case to the higher court. The case could eventually end up back in Madison County Superior Court.
The lawsuit stemmed in part from Sanders’ rejection of Seger’s efforts to further grow the company’s 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.
The appeals court said despite Seger’s decision to place his ownership interests in all three Pure entities into a blind trust last year, he still had standing in the case. Seger said in a filing he hoped to eliminate conflicts of interest between the company and his new firm, Canopy 5 LLC, which involves Adam Seger and Palmer.
“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.”
Pure 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.
While Seger initially asked the trial court to appoint a receiver for Pure Development, he later offered a separate solution that would have had the new Canopy 5 firm inherit Pure Development’s portfolio and pipeline.
The developer proposed having Dudley oversee the new company for one year and be provided quarterly financial reports. In his request, Seger said transferring the projects to Canopy 5 would prevent default clauses in certain project contracts from being triggered.
But Dudley found that resolution to be an “inequitable” solution, rejecting 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.
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.
Representatives for Seger and Sanders did not immediately return messages requesting comment for this story.
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