Quimbee logo
DMCA.com Protection Status
From our private database of 17,300+ case briefs...

William Penn Partnership v. Saliba

Delaware Supreme Court
13 A.3d 749 (Del. 2011)


Facts

Anis Saliba (plaintiff), Rosa Ksebe (plaintiff), and Robert Hoyt owned one-sixth interests in Del Bay Associates, LLC. The William Penn Partnership owned the remaining one-half interest. Bill and Bryce Lingo (defendants) each owned one-third interests in Penn and were managers of both Penn and Del Bay. The Lingos also owned 40 percent of J.G. Townsend Jr. & Co. (JGT). Del Bay was formed to construct the Beacon Motel. Thereafter, Del Bay converted to a Delaware limited liability company (LLC) pursuant to an operating agreement that required a two-thirds vote of member interests for all decisions. The agreement did not eliminate any member fiduciary duties. The Lingos eventually sought the advice of attorney Bob Thomas regarding sale of the motel. Thomas informed the Lingos that the motel could be sold with two-thirds approval. Thereafter, the Lingos offered to sell the motel to JGT. When Ksebe and Saliba received sales contracts for the motel, they contacted attorney James Griffin to discuss their options, informing him that if they could not stop the sale, they wanted to purchase the motel. Griffin sent letters to Hoyt and the Lingos describing Saliba and Ksebe’s offer. The Lingos said they were willing to accept the offer, but that the sale had to be settled by June 30. The Lingos never told Griffin that the JGT board was already considering purchasing the property. On June 10, the Lingos convinced Hoyt to sign the contract. JGT approved the purchase. At closing, the Lingos falsely represented that all members of Del Bay had authorized the sale. Saliba and Ksebe brought suit against the Lingos for breach of fiduciary duty. The Chancellor found in favor of Saliba and Ksebe. The Lingos appealed.

Rule of Law

Issue

Holding and Reasoning (Steele, C.J.)

What to do next…

  1. 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 457,000 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.

  2. 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 457,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 17,300 briefs, keyed to 984 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.

Questions & Answers


Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial