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In re Carlisle Etcetera LLC

114 A.3d 592 (2015)

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In re Carlisle Etcetera LLC

Delaware Court of Chancery

114 A.3d 592 (2015)

Facts

Well Union Capital Limited (WU Parent) (plaintiff) and Tom James Company (James) (defendant) formed Carlisle Etcetera LLC. The parties signed an initial LLC agreement with plans to sign a more comprehensive document at a later date. WU Parent transferred its interest to Well Union U.S. Holdings, Inc. (WU Sub) (plaintiff). A draft of the more comprehensive LLC agreement contemplated transferring membership when an interest was transferred, but the draft was never signed. Rather, Carlisle had only its initial LLC agreement. Under the agreement, Carlisle had four board members, two appointed by WU Parent and two appointed by James. The LLC agreement stated that the board was the LLC’s sole manager. An executive for James served as Carlisle’s CEO. The relationships within Carlisle deteriorated. The board split 2-2 on any important decision that came before it. WU Sub filed a petition for judicial dissolution of Carlisle. James, whose executive was effectively operating Carlisle without any oversight, filed a motion to dismiss the petition, arguing that WU Sub did not have standing.

Rule of Law

Issue

Holding and Reasoning (Laster, J.)

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