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Achaian, Inc. v. Leemon Family LLC

Court of Chancery of Delaware
25 A.3d 800 (2011)


Facts

Omniglow, LLC was a Delaware limited liability company (LLC) with three members. Leemon Family LLC (Leemon) (defendant) had a 50 percent member interest, the Randye and Stanley Holland Trust (Holland) had a 30 percent member interest, and Achaian, Inc. (Achaian) (plaintiff) had a 20 percent member interest. Omniglow’s LLC agreement defined a membership interest as the member’s “entire ownership interest.” Section 7.1 of the agreement allowed a member to transfer all or part of its interest in Omniglow to any person at any time. Under § 7.2 of the agreement, no person could be admitted as a member after the date of the agreement without the written consent of the existing LLC members. Holland transferred and assigned its entire 30 percent interest to Achaian. Achaian sued Leemon, claiming that because they each had an equal 50 percent ownership interests in the LLC, they were deadlocked as to the management of Omniglow, and seeking a declaratory judgment and order of dissolution. Leemon moved for dismissal, arguing that Holland’s assignment of its interest only gave Achaian an additional economic interest in the profits and losses of the company, and that Achaian could not have received an additional membership interest, including voting rights, without Leemon’s consent to the assignment.

Rule of Law

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Issue

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Holding and Reasoning (Strine, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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