Pepsi-Cola Bottling Co. v. Handy
Court of Chancery of Delaware
2000 WL 364199 (2000)
Randall Handy, officer, director, and shareholder of Handy Realty, Inc., contracted to purchase a parcel of real property for development on behalf of himself, Michael Ginsburg, and Larry McKinley. Handy then learned that the property contained wetlands, which negatively affected the property’s value and development potential. The Pepsi-Cola Bottling Company (Pepsi) (plaintiff) acquired an option to purchase the property from Handy, who did not disclose the existence of the wetlands. Handy, Ginsburg, and McKinley then formed a limited liability company (LLC), Willow Creek. Willow Creek purchased the property for $174,000, and four months later sold the property to Pepsi for $455,000. After learning of the wetlands, Pepsi brought an action for rescission and damages against Handy Realty, Inc., Willow Creek, Handy, Ginsburg, and McKinley (defendants). Handy, Ginsburg, and McKinley (Handy) moved for dismissal of Pepsi’s claims against them, arguing that Pepsi cannot recover against individual members of the LLC.
Rule of Law
Holding and Reasoning (Jacobs, V.C.)