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Feeley v. NHAOCG, LLC

Delaware Chancery Court
62 A.3d 649 (2012)

Facts

Two groups of investors formed Oculus Capital Group, LLC (Oculus). The managing member of Oculus was AK-Feel, LLC (plaintiff), made up of Christopher Feeley (plaintiff) and Andrea Akel. Feeley was also president and Chief Executive Officer (CEO) of Oculus. The non-managing member of Oculus was NHAOCG, LLC (NHA) (defendant), an entity composed of Akel’s father, George, David Newman, and David Hughes. The two investing groups had a falling out when Feeley became concerned that NHA sought to take over managerial control of Oculus.  Feely and Oculus filed suit against NHA seeking to block NHA’s attempt to take over Oculus. After a stipulated court order and a number of other rulings, most of the issues were resolved except for NHA’s five count counterclaim against which alleged that Feeley, in his capacity as president and CEO of Oculus, failed to properly manage Oculus. In asserting its counterclaims, NHA sought to “pierce the corporate veil” of AK-Feel and personally hold Feeley liable for breach of fiduciary duty, breach of loyalty, and breach of the duty of care, among other claims. Feely filed a motion to dismiss NHA’s counterclaim.

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Holding and Reasoning (Laster, J.)

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