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Business Associations Keyed to Hamilton
VGS, Inc. v. Castiel
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
VGS, Inc. (Defendant) was controlled by David Castiel (Plaintiff), a single individual who formed VGS (Defendant) as a one-member limited liability company (LLC). Afterwards, two more entities, Sahagen Satellite and Ellipso, Inc., became members of the LLC. The LLC agreement formed a three-member board of managers with broad authority to govern the LLC. Castiel (Plaintiff), the individual owning the original member, was authorized to name and remove, two of the three managers and also acted as CEO. Castiel named himself and Tom Quinn to the board of managers, and Sahagen named himself as the third member. Sahagen and Quinn became disappointed with Plaintiff’s leadership. Sahagen eventually convinced Quinn to help him strategically move to merge the LLC into a Delaware Corporation in secret. Quinn, the appointed manager, and the disaffected third member, Sahagen, did not inform the Plaintiff, an ongoing member of the LLC’s board of managers, about their strategic move. Following the merger, the Plaintiff found himself demoted to a minority position in the new corporation. Plaintiff brought suit in equity to set aside the merger, arguing that, even though a majority of the board acted by written consent, if Plaintiff had received notice beforehand that his appointed manager contemplated action against his interests, he would have immediately tried to remove him. Plaintiff contended that because his two fellow managers (Sahagen and Quinn) acted without notice to Plaintiff under circumstances where they were aware that with notice he could have acted to protect his majority interest, they breached their duty of loyalty to him by failing to act in good faith.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.