Logourl black

Haley v. Talcott

Delaware Court of Chancery
864 A.2d 86 (Del. Ch. 2004)


Matthew Haley (plaintiff) and Greg Talcott (defendant) were effectively partners in a joint venture called the Redfin Grill (Redfin), a restaurant. The two had an option to purchase the land on which the Redfin was situated and they chose to exercise the option. They formed an LLC to do so, called Matt & Greg Real Estate, LLC (the LLC). Each owned 50 percent of the LLC. The LLC took out a mortgage to finance the purchase and both Haley and Talcott signed personal guaranties for the entire amount of the mortgage. Subsequently, the two had a bitter falling out and their relationship deteriorated quickly. Talcott tried to get Haley to resign from his employment at Redfin, but Haley took the attempt as a breach of their Redfin contract. Haley also voted to reject a new lease that Talcott proposed for Redfin, and voted to put the property they had purchased up for sale. Talcott was against each of these votes and because each owned 50 percent of the LLC, they were stuck in a stalemate with the status quo prevailing, which was in accord with Talcott’s wishes. The two had not interacted since. The LLC agreement that the parties signed contained an exit mechanism in the event the parties could no longer operate together. However, both Haley and Talcott wanted to keep the LLC for themselves and the exit mechanism did not say which party would keep the LLC in the event of a falling out. In addition, the exit mechanism would not relieve Haley of his personal liabilities on the mortgage even if Talcott retained full control of the LLC. As a result, Haley brought suit seeking a court ordered dissolution of the LLC. He moved for summary judgment.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Strine, V.C.)

The holding and reasoning section includes:

  • 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.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

Here's why 94,000 law students rely on our case briefs:

  • Reliable - written by law professors and practitioners not other law students.
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your class - works on your mobile and tablet.
  • 12,592 briefs - keyed to 169 casebooks.
  • Uniform format for every case brief.
  • Written in plain English - not in legalese and not just repeating the court's language.
  • Massive library of related video lessons - and practice questions.
  • Ability to tag case briefs in an outlining tool.
  • Top-notch customer support.
Start Your Free Trial Now