Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) -
The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary...more
DiDonato v. Campus Eye Management, LLC, C.A. No. 2023-0671-LWW (Del. Ch. Jan. 31, 2024) -
In governance disputes among LLC constituencies, the operating agreement is the beginning and often end point. This action involved...more
VH5 Capital, LLC v. Jeremiah Rabe, C.A. No. 2020-0315-NAC (Del. Ch. June 30, 2023) -
The at-issue LLC had two members – the defendant and the plaintiff, both of whom also constituted the company's board. The company never...more
In re Dissolution of Jeffco Management, LLC, C.A. No. 2018-0027-PAF (Del. Ch. Aug. 16, 2021) -
When the Court of Chancery appoints a receiver to effectuate a company’s dissolution, certain determinations are subject to de...more
In Re Cadira Group Holdings, LLC Litigation, Consolidated C.A. No. 2018-0616-JRS (Del. Ch. July 12, 2021) -
The Delaware Limited Liability Company Act provides that “the fiduciary duties of a member, manager, or other...more
Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) -
The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more
Robinson v. Darbeau, C.A. No: 2019-0853-KSJM (Del. Ch. Mar. 1, 2021) -
As Robinson v. Darbeau demonstrates, Delaware law recognizes implied limited liability company agreements. Plaintiff operated a daycare as a sole...more
AG Resource Holdings, LLC v. Thomas Badford Terral, C.A. No. 2020-0850-JRS (Feb. 10, 2021) -
In AG Resource, the Court of Chancery was tasked with determining whether it or a Louisiana state court should resolve similar...more
Stanco v. Rallye Motors Holding, LLC, C.A. No. 2019-0751-SG (Del. Ch. Dec. 23, 2019).
Delaware courts generally respect contractual forum selection provisions. When it comes to Delaware LLCs, however, the Delaware statute...more
MKE Holdings v. Schwartz, C.A. No. 2018-0729-SG (Del. Ch. Sept. 26, 2019).
Under Delaware law, the managers of a limited liability company owe the entity and its members the traditional common law fiduciary duties of care...more
Absalom Absalom Trust v. Saint Gervais LLC, C.A. No. 2018-0452-TMR (Del. Ch. June 27, 2019).
Plaintiff was assigned a membership interest in the defendant, a Delaware limited liability company, and sought to exercise books...more
Smith v. Promontory Financial Group, LLC, C.A. No. 11255-VCG (Del. Ch. April 30, 2019).
In the limited liability company context, LLC agreements sometimes provide for a buyout of a member deciding to withdraw its...more
Leaf Invenergy Co. v. Invenergy Renewables LLC, No. 308, 2018 (Del. May 2, 2019).
Limited Delaware case law exists on the “efficient breach” theory. A new Delaware Supreme Court ruling examines that theory and confirms it...more
Li v. LoanDepot.com, LLC, C.A. No. 2019-0026-JTL (Del. Ch. Apr. 24, 2019).
Delaware law permits parties conducting their business as limited liability companies to include mandatory arbitration or forum selection clauses...more
CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019).
Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...more
Decco U.S. Post-Harvest Inc. v. Mirtech Inc., C.A. No. 2018-0100-JTL (Del. Ch. Nov. 28, 2018) -
Under Section 18-802 of the Delaware LLC Act, the Court of Chancery may dissolve an LLC when it is “not reasonably practical”...more
Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Del. Ch. Aug. 13, 2018) -
An LLC agreement may provide what payout a departing member receives for his or her interest. It also may provide that a member may be forced to...more
CSH Theatres L.L.C. v. Nederlander of San Francisco Associates, C.A. No. 9380-VCMR (Del. Ch. July 31, 2018) -
This drama arises from a dispute involving the Curran Theatre in San Francisco. The decision mostly deals with...more
A&J Capital, Inc. v. Law Office of Krug, C.A. No. 22018-0240-JRS (Del. Ch. July 18, 2018) -
This decision holds that, absent contrary language in an LLC operating agreement, members do not need to provide notice and an...more
Obeid v. Gemini Real Estate Advisors LLC, C.A. No. 2017-0510-JTL (Del. Ch. June 5, 2018) -
To facilitate the proper exercise of one’s fiduciary duties, the right of directors to inspect a corporation’s books and records is...more
Capone v. LDH Management Holdings LLC, C.A. No. 11687-VCG (April 25, 2018) -
Under the LLC Act, as with the DGCL, an entity planning to dissolve and distribute its assets is required to set aside some reserve of assets to...more
Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) -
This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere...more
This decision explains how a provision in an LLC agreement waiving fiduciary duties is to be applied in the context of conflicted transactions. It is a good summary of Delaware law on that issue. ...more
The Delaware LLC Act provides for personal jurisdiction in Delaware over those who manage a Delaware LLC—i.e., those who are named as managers in the LLC agreement, and those who participate materially in the LLC’s...more
Delaware strongly protects a party’s right to advancement of attorney’s fees. This decision holds that a claim of fraudulent inducement cannot be asserted as a defense in a contractual advancement case even when the fraud is...more