Indiana Supreme Court to review Pure Development co-founders’ dissolution dispute

The Indiana Supreme Court will review a dispute over the court-ordered dissolution of an Indianapolis real estate development business, including whether a co-founder who relinquished his ownership interests can continue defending the dissolution.

The high court agreed Nov. 4 to take up the lawsuit between Drew Sanders and Chris Seger, who co-founded Pure Development Inc. in 2012 and shared equal ownership of two affiliated companies.

On Thursday, the Supreme Court determined the case merits oral argument and scheduled it for Thursday, Jan. 14, 2027.

The decision follows a May ruling by the Indiana Court of Appeals that largely upheld a trial court’s decision to dissolve two of the companies after determining that Sanders and Seger were deadlocked over ownership, governance and business operations.

Sanders, who opposed the dissolution, asked the Supreme Court to review that ruling in a July 30 petition. He argues that Indiana law does not permit a former shareholder to continue pursuing dissolution after relinquishing ownership. He also challenges the lower courts’ dismissal of his claims that Seger breached fiduciary duties owed to Sanders.

Seger, in an August response, argued that he had standing to seek dissolution when the trial court issued its judgment and that his subsequent ownership transfer did not invalidate the ruling. He also defended the courts’ rejection of Sanders’ fiduciary-duty claims.

“We view the Supreme Court’s grant of transfer as an opportunity to affirm the Indiana Court of Appeals’ definitive ruling that a business owner has standing to defend a judgment entered in his favor after transferring his shares in the business,” said Robert MacGill of Indianapolis-based MacGill PC, an attorney representing Seger.

Michael Limrick, a partner with Hoover Hull Turner LLP representing Sanders, said his client has no comment at this time. 

The lawsuit stems in part from a falling out between the two business partners over how Pure Development should be owned and operated.

According to the Court of Appeals’ opinion, Seger wanted to restructure the business to reflect what he believed were differences in the co-founders’ contributions. His proposals included giving two longtime company leaders — Brian Palmer and Seger’s brother, Adam Seger — ownership interests with voting rights.

Sanders supported giving the employees greater financial interests in the business but opposed changes that would eliminate the co-founders’ equal voting control, according to the appellate opinion.

After months of unsuccessful negotiations, Seger sued in June 2024 to dissolve Pure Holdings Inc. and Pure Development Capital Inc.

Seger argued that disagreements over ownership, management and business strategy created a deadlock that prevented the companies from operating to the shareholders’ advantage.

Sanders opposed dissolution, arguing in part that the business remained profitable and that the disagreements did not justify shutting it down.

In May 2025, Madison Circuit Court Judge Mark Dudley ordered the dissolution of three Indianapolis-based companies: Pure Holdings, Pure Development Capital and Pure Development Inc.

Dudley found that the owners’ inability to agree on key business decisions had created an impasse. The court also found that their relationship had deteriorated to the point of negatively affecting Pure Development’s operations.

Sanders appealed, and in May 2026 the Indiana Court of Appeals issued a mixed ruling that largely favored Seger.

The appellate court upheld the dissolution of Pure Holdings and Pure Development Capital. But it reversed the dissolution of Pure Development Inc., the operating company wholly owned by Pure Holdings.

Pure Development Inc. has been involved in major central Indiana development projects, including the LEAP Research and Innovation District in Boone County. LEAP, short for Limitless Exploration/Advanced Pace, is a planned technology and industrial development district north and west of Lebanon.

The Court of Appeals determined that Dudley lacked authority to dissolve the operating company because it had not been named as a party in the lawsuit.

“Though Holdings owns 100% of Development’s stock, disposing of or distributing that stock is categorically different from dissolving Development itself,” the opinion stated.

After that ruling, MacGill told IBJ that Pure Development Inc. would still be dissolved as a subsidiary of Pure Holdings, although not directly through the trial court’s order.

Sanders’ petition for Supreme Court review centers partly on Seger’s decision to relinquish his ownership interests after the dissolution order.

The Court of Appeals stayed Dudley’s dissolution order on June 23, 2025. Days later, Seger resigned his positions with the Pure companies and transferred his ownership interests to an irrevocable blind trust.

In a court filing, Seger said the stay had created a conflict between his duties to the Pure companies and his new business, Canopy 5.

Sanders argued that the transfer left Seger without standing to maintain the dissolution proceeding and eliminated the original deadlock between the co-founders.

The Court of Appeals rejected that argument, reasoning that Seger had already obtained the dissolution judgment while he was a shareholder and was defending it on appeal.

In his Supreme Court petition, Sanders argues that Indiana’s Business Corporation Law permits only existing shareholders to pursue dissolution and that a party must maintain a legally recognized interest throughout litigation.

Seger disputes that interpretation. His response, citing the appellate court’s ruling, argues that Sanders — not Seger — initiated the appeal and that the original dissolution judgment remained valid despite the subsequent transfer.

The other issue raised in Sanders’ petition concerns his counterclaims accusing Seger of breaching fiduciary duties through actions that Sanders contends disadvantaged him.

The trial court dismissed those claims, finding that Seger’s conduct did not constitute a breach. The Court of Appeals affirmed, citing the trial court’s findings that Seger had sought a compromise rather than trying to force Sanders out of the company.

Sanders argues that the lower courts placed improper weight on Seger’s intentions. He contends that a fiduciary-duty claim should be evaluated by examining whether the person’s actions were fair, open, honest and free from improper self-interest, regardless of whether the person intended harm.

“This Court should grant transfer to make clear that whether a fiduciary duty has been breached is an objective inquiry that does not require proof of an improper subjective motive,” Sanders’ petition stated.

Seger rejected that argument in his response, saying the appellate court did not create a new intent requirement but instead upheld the trial court’s findings based on the evidence presented.

The Indiana Legal Foundation, a nonprofit organization focused on legal issues affecting Indiana businesses, supported Sanders’ request for Supreme Court review.

In a brief filed July 30, the organization argued that the Court of Appeals’ interpretation of the dissolution statute could give former shareholders continued influence over companies they no longer own. It also urged the Supreme Court to clarify the standards governing shareholder fiduciary-duty claims.

Seger, meanwhile, urged the Supreme Court to deny transfer. He maintained that the Court of Appeals correctly distinguished between obtaining a dissolution judgment and defending an existing judgment on appeal.