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19 results found


K&L Gates | USA | 9 Jan 2019

Patently False: The Delaware Chancery Court Dissolves Limited Liability Company Founded on False Claims of Patent Ownership

In Decco U.S. Post-Harvest, Inc., v. MirTech, Inc., the Delaware Chancery Court issued a Memorandum Opinion dissolving a limited liability company


K&L Gates | USA | 14 Dec 2018

Contract language must be unambiguous for Chancery Court to grant dismissal as matter of law

In Fortis Advisors LLC v. Stora Enso AB letter opinion 180810, Stora Enso AB (the “Defendant”) filed a motion to dismiss the claims by Fortis


K&L Gates | USA | 29 Nov 2018

Back to Basics: Delaware Court of Chancery Uses Contract Principles To Determine Dispute Involving Several Provisions of a LLC Agreement

The Delaware Court of Chancery ("Court") applied contract principles in interpreting a limited liability company ("LLC") agreement to determine the


K&L Gates | USA | 6 Sep 2018

Chancery Court enforces LLC agreement, further demonstrating that LLCs are creatures of contract

In A&J Capital, Inc. v. Law Office of Krug, C.A. No. 2018-0240-JRS (July 18, 2018), A&J Capital, Inc. (“A&J”) sought a declaratory judgment that it


K&L Gates | USA | 15 Jun 2018

Manager is Entitled to Books and Records in Capacity as Manager, and as a Member Under the LLC Agreement, Despite Assertion of Improper Purpose

In William T. Obeid v. Gemini Real Estate Advisors, LLC, et al., (C.A. No. 2017-0510-JTL (Del. Ch. June 5, 2018)) the Court ruled the manager of a


K&L Gates | USA | 15 Jun 2018

Misunderstanding Regarding Dates Does Not Provide Grounds to Reform Earn-Out Provision in Purchase Agreement, Rules Chancery Court

In Glidepath Limited v. Beumer Corporation, the Delaware Court of Chancery ruled against the sellers of a limited liability company, holding that the


K&L Gates | USA | 2 May 2018

Chancery Court nullifies dissolution of limited liability companies for failure to set aside a reserve to satisfy known claims

In Kevin Capone and Steven Scheinman v. LDH Management Holdings LLC, et al., C.A. No. 11687-VCG (Del. Ch. April 25, 2018), the plaintiffs, Kevin


K&L Gates | USA | 7 Mar 2018

Court of Chancery Compels Production of Some, but not all, Books and Records for Plaintiff’s Permitted Purposes

In Aloha Power Company, LLC v. Regenesis Power, LLC, the Court of Chancery granted in part and denied in part Plaintiff’s action to compel inspection


K&L Gates | USA | 19 Sep 2017

Court of Chancery finds personal jurisdiction over out-of-state trust due to trustor’s involvement in the formation of Delaware LLC

In Terramar Retail Centers, LLC v. Marion 2-Seaport Trust UAD June 21, 2002, Civil Action No. 12875-VCL (Del. Ch. August 18, 2017), the Delaware


K&L Gates | USA | 17 Jul 2017

Court balks at artful pleading: Court of Chancery lacked subject matter jurisdiction to hear action for collection of debt

In Yu v. GSM Nation, LLC, C.A. No. 12293-VCMR (Del. Ch. July 7, 2017), the Court of Chancery dismissed the complaint for lack of subject matter

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