From our private database of 14,200+ case briefs...
R&R Capital, LLC v. Buck & Doe Run Valley Farms, LLC
Delaware Court of Chancery
2008 WL 3846318
The Russet brothers formed and managed two New York LLCs (the New York Entities) (plaintiffs). They also contributed funding to nine other entities, all Delaware LLCs. The New York Entities were not themselves members of two of the Delaware entities, Pandora Racing, LLC and Pandora Farms, LLC (the Pandora Entities) (defendants). The New York Entities were, however, members of the other seven entities (the Waiver Entities) (defendants). The Waiver Entities had identical LLC agreements. Each noted that the members recognized that “irreparable damage would occur” if a member sued for judicial dissolution of the company. Therefore, the agreements stated, each member “waives and renounces such Member’s right to seek” a court-ordered dissolution. All of the Delaware LLCs were managed exclusively by Linda Merritt. The relationship between the Russets and Merritt deteriorated. The Russets caused the New York Entities to petition the court for either dissolution of the Delaware LLCs or appointment of a receiver. They alleged that many of the Delaware LLCs had had their certificates of formation revoked. They also argued that Merritt had defrauded the entities and had refused to provide an accounting. The Pandora Entities filed a motion to dismiss, arguing that since the New York Entities were not members of the Pandora Entities, they lacked standing to seek dissolution under the Delaware LLC Act (DLLCA). The Waiver Entities also moved to dismiss on the grounds that the New York Entities had waived their right to seek dissolution in the LLC agreements. The New York Entities countered that waiver of the right to seek dissolution is prohibited by the DLLCA and also against public policy.
Rule of Law
Holding and Reasoning (Chandler, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 241,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,200 briefs, keyed to 189 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.