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Business Entities Keyed to Chiappinelli
Grove v. Brown
Citation:
2013 WL 4041495 (Del. Ch. Aug. 8, 2013)Facts
In 2010, the Groves and the Browns started a successful Heartfelt Home Health, LLC, and they worked together for over a year. However, the parties began to dispute the ownership of Heartfelt. The Groves established other home health care agencies without informing the Browns, and Groves decided to try to sever ties with the Browns. On May 31, 2011, the Groves sent the Browns a proposal letter suggesting that a purchase price of $941,000 would be necessary for the Browns to purchase the Groves’ interest in Heartfelt. The Browns testified that they were surprised to receive this letter. They responded, proposing that the parties select an independent appraiser with experience to determine the fair market value of Heartfelt. The Groves refused the Browns’ offer. In response, the Browns attempted to use self-help to freeze out the Groves from Heartfelt. On July 5, the Browns purported to merge Heartfelt with Heartfelt Home Health, II, LLC, relying on their alleged 64% ownership of Heartfelt as the basis of their authority to complete the merger.
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Topic Resources
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Corporate Liability