Achaian, Inc. v. Leemon Family LLC

25 A.3d 800 (Del.Ch. 2011)

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Nature of the Case

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Facts

Omniglow, LLC was owned 50% by D, 30% owned by Holland; and 20% were owned by P. In 2008 D, allegedly took sole control of Omniglow over the objection of both P and Holland, and in contravention of Omniglow's 'LLC Agreement' that vests managerial authority in the Members in proportion to their respective interests. Holland transferred his entire 30% Interest to P, and then P filed this suit on March 10, 2011, claiming that P and D are now deadlocked, 50/50, as to the management of Omniglow, and therefore an order of dissolution is warranted under 6 Del. C. § 18-802. D moved to dismiss the complaint under Rule 12(b)(6), arguing that Holland's assignment was only effective to give P an additional 30% economic interest in Omniglow in that the LLC Agreement required D's consent to the assignment because, in its view, P was in effect being readmitted as a Member with respect to its newly acquired 30% Interest.