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Business Organizations Keyed to Sjostrom
Achaian, Inc. v. Leemon Family LLC
Citation:
25 A.3d 800 (Del. Ch. 2011)Facts
When it was founded in 2005, Omniglow had a sole member, its parent corporation. Parent sold Omniglow three business entities. That resulted in Omniglow having three members, each owning the following membership interests: (i) 50% were owned by defendant Leemon family LLC; (ii) 30% were owned by the nonparty Randye M. Holland and Stanley M. Holland Trust; and (iii) 20% were owned by plaintiff Achaian, Inc. For two years, Holland and Leemon managed Omniglow’s business with Achaian taking a passive role as an investor. In 2008, however, Leemon took sole control of Omniglow over the objection of the other two members and in contravention of Omniglow’s LLC agreement. Holland purported to transfer and assign its 30% interest to Achaian. Achaian then filed this suit, claiming that it and Leemon are now deadlocked as to the management and therefore an order of dissolution is warranted. Leemon argued that Holland’s assignment was only effective to give Achaian an additional 30% economic interest in Omniglow.
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