Filter This View

  • XRI Inv. Holdings LLC v. Holifield

    Publication Date: 2024-08-06
    Practice Area: Corporate Governance
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Eric A. Veres, Abrams & Bayliss LLP, Wilmington, DE; Angela C. Zambrano, Yolanda Cornejo Garcia, Margaret Hope Allen, Sidley Austin LLP, Dallas, TX; Robin Wechkin, Sidley Austin LLP, Issaquah, WA for plaintiff.
    for defendant: Michael W. McDermott, Richard I. G. Jones, Jr., David B. Anthony, Zachary J. Schnapp, Berger McDermott LLP, Wilmington, DE for defendants.
    Case Number: 2021-0619-JTL

    Breach of LLC agreement's no-transfer provision was willful where member was charged with knowledge of the provision and knew that transferring his units was a critical part of a loan transaction he was attempting to close, as the member merely reasonably believed that the LLC would not object to the transaction.

  • Gurney-Goldman v. Goldman

    Publication Date: 2024-07-30
    Practice Area: Corporate Governance
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Michael A. Barlow, Quinn Emanuel Urquhart & Sullivan, LLP, Wilmington, DE; S. Michael Blochberger, Abrams & Bayliss LLP, Wilmington, DE; Michael B. Carlinsky, David E. Myre, Ryan A. Rakower, Caitlin E. Jokubaitis, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY; Paul J. Loughman, Robert M. Vrana, Michael A. Laukaitis II, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Mitchell Geller, Jasmine S. Chean, Holland & Knight LLP, New York, NY for plaintiffs.
    for defendant: Rudolf Koch, Daniel E. Kaprow, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE; Jason Cyrulnik, Paul Fattaruso, Cyrulnik Fattaruso LLP, New York, NY for defendant.
    Case Number: 2023-1124-JTL

    Lack of formal identification of managers meant that LLC operating family business was a member-managed entity, although deceased family member's LLC interest became an assignee interest held by his estate.

  • Ramco Asset Mgmt., LLC v. USA Rare Earth, LLC

    Publication Date: 2024-05-06
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory | Mining and Resources
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: David A. Felice, Bailey & Glasser, LLP, Wilmington, DE; Andrew St. Laurent, Harris St. Laurent & Wechsler LLP, New York, NY for plaintiffs.
    for defendant: John M. Seaman, E. Wade Houston, Abrams & Bayliss LLP, Wilmington, DE; Chelsea Corey, King & Spalding LLP, Charlotte, NC; Carl D. Neff, Pierson Ferdinand LLP, Wilmington, DE; Aurora Cassirer, Christina H. Bost Seaton, FisherBroyles, LLP, New York, NY; Karen E. Keller, Andrew E. Russell, Nathan R. Hoeschen, Shaw Keller LLP, Wilmington, DE; Justin L. Ormand, Allen & Overy, New York, NY; Patrick W. Pearsall, Allen & Overy, Washington, DC for defendants.
    Case Number: 2022-0665-SG

    Court declined to dismiss contract and good faith/fair duty claims where plaintiffs plausibly alleged that defendants breached their promise to convert plaintiffs' equity holdings to an identical equity percentage in the new entity.

  • Ramco Asset Management, LLC v. USA Rare Earth, LLC

    Publication Date: 2023-11-06
    Practice Area: Contractual Disputes
    Industry: Mining and Resources
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: David A. Felice, Bailey & Glasser, LLP, Wilmington, DE; Andrew St. Laurent, Harris St. Laurent & Wechsler LLP, New York, NY for plaintiffs.
    for defendant: John M. Seaman, E. Wade Houston, Abrams & Bayliss LLP, Wilmington, DE; Chelsea Corey, King & Spalding LLP, Charlotte, NC; Carl D. Neff, FisherBroyles, LLP, Wilmington, DE; Aurora Cassirer, Christina H. Bost Seaton, FisherBroyles, LLP, New York, NY; Karen E. Keller, Andrew E. Russell, Nathan R. Hoeschen, Shaw Keller LLP, Wilmington, DE; Justin L. Ormand, Allen & Overy, New York, NY; Patrick W. Pearsall, Allen & Overy, Washington, D.C. for defendants.
    Case Number: 2022-0665-SG

    Plaintiffs were former equity holders in an Australian rare-earth mining company, whose primary asset was interest in a mining project in West Texas. Defendants transferred the company's assets to a new Delaware entity. Plaintiffs' fourteen causes of action alleged that defendants promised that plaintiffs would each receive an equivalent amount of equity in the Delaware entity as each had previously held in the mining company, however, they alleged that the transactions had diminished their ownership interests. Defendants' motions to

  • XRI Inv. Holdings LLC v. Holifield

    Publication Date: 2022-09-27
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: A. Thompson Bayliss, John M. Seaman, Eric A. Veres, Daniel J. McBride, Abrams & Bayliss LLP, Wilmington, DE; Margaret H. Allen, Yolanda C. Garcia, Angela C. Zambrano, Sidley Austin LLP, Dallas, TX for plaintiff.
    for defendant: Michael W. McDermott, Richard I. G. Jones, Jr., David B. Anthony, Zachary J. Schnapp, Berger Harris LLP, Wilmington, DE for defendants.
    Case Number: 2021-0619-JTL

    Though the LLC agreement's provisions required declaring the transfer of member interest void ab initio, case law might need to be reconsidered to allow courts of equity to consider equitable defenses to breach of contract claims.

  • Garfield v. Allen

    Publication Date: 2022-06-07
    Practice Area: Corporate Entities
    Industry: Investments and Investment Advisory | Retail
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Brian Farnan, Michael J. Farnan, Farnan LLP, Wilmington, DE; Steven J. Purcell, Douglas E. Julie, Robert H. Lefkowitz, Anisha Mirchandani, Purcell Julie & Lefkowitz LLP, New York, NY for plaintiff.
    for defendant: Brian M. Rostocki, Benjamin P. Chapple, Justin M. Forcier, Reed Smith LLP, Wilmington, DE; William M. Regan, Allison M. Wuertz, Hogan Lovells US LLP, New York, NY for defendants.
    Case Number: D69838

    Stockholder alleged sufficient claim of breach of fiduciary duty by board in claiming that he had notified board that an officer's equity compensation award violated the express limitations of the company's plan and the board took no action to rectify the error.

  • P.C. Connection, Inc. v. Synygy Ltd.

    Publication Date: 2021-02-03
    Practice Area: Contractual Disputes
    Industry: Retail | Software
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Daniel A. Griffith, Whiteford Taylor Preston LLC, Wilmington, DE; Christopher H.M. Carter, Daniel M. Deschenes, Laurel M. Gilbert, Hinkley Allen & Snyder LLP, Manchester, NH for plaintiff.
    for defendant: Andrew S. Dupre, Brian Lemon, Stephanie H. Dallaire, McCarter & English, LLP, Wilmington, DE for de-fendants.
    Case Number: D69284

    The court granted plaintiff's request for a preliminary injunction, but only for long enough to provide a transition period in which plaintiff could obtain replacement services.

  • Glen Allen Farm, LLC v. New Castle County

    Publication Date: 2020-10-14
    Practice Area: Public Utilities
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Sidney S. Liebesman, E. Chaney Hall, Wali W. Rushdan, Fox Rothschild LLP, Wilmington, DE for petitioner.
    for defendant: Max B. Walton, Lauren P. DeLuca, Connolly Gallagher LLP, Wilmington, DE; Brian J. Merritt, New Castle County Office of Law, New Castle, DE for respondents.
    Case Number: D69150

    Petitioner's effort to enforce, as a third-party beneficiary, a settlement agreement to provide sewer service dismissed as unripe where petitioner had failed to exhaust its administrative remedies with the county by requesting service and where any ruling would merely be advisory in nature as the required contingencies under the settlement had not yet been met.

  • Hill v. LW Buyer, LLC

    Publication Date: 2019-08-14
    Practice Area: Contractual Disputes
    Industry: Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: C. Barr Flinn, Emily V. Burton and Elisabeth S. Bradley,Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Nicholas M. Oertel, Richard C. Kraus and James B. Jensen, Jr., Foster Swift Collins & Smith PC, Lansing, MI for plaintiffs.
    for defendant: William J. Lafferty, Kevin M. Coen and Jarrett W. Horowitz, Morris, Nichols, Arsht & Tunnell, LLP, Wilmington, DE; Craig S. Primis and K. Winn Allen, Kirkland & Ellis LLP, Washington, DC for defendant.
    Case Number: D68665

    The court granted summary judgment on buyer's claims for indemnification of tax payments because those claims were not ripe for adjudication.

  • Windy City Inv. Holdings, LLC v. Teachers Ins. & Annuity Ass'n of Am.

    Publication Date: 2019-08-07
    Practice Area: Contractual Disputes
    Industry: Financial Services and Banking
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: David E. Ross and Eric D. Selden, Ross, Aronstam & Moritz LLP, Wilmington, DE; K. Winn Allen, Kasdin M. Mitchell, Holly R. Trogdon and Rebecca W. Forrestal, Kirkland & Ellis LLP, Washington, DC for plaintiff.
    for defendant: Michael A. Pittenger, Jennifer C. Wasson and Tyler J. Leavengood, Potter Anderson & Corroon LLP, Wilmington, DE; Mary Eaton, Zeh Ekono and Le-Ahn Bui, Wilkie Farr & Gallagher LLP, New York, NY for defendant.
    Case Number: D68661

    Plaintiff adequately stated its claims for declaratory relief as to an earn-out provision in the parties' contract, and plaintiff was entitled to specific performance of a clause allowing access to books and records.