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Business Associations Keyed to Bainbridge
Haley v. Talcott
Citation:864 A.2d 86 (Del. Ch. 2004)
Haley found the location for what would become the Redfin Grill in 2001. Talcott contributed substantial start-up money and Haley managed the Redfin Grill. Haley and Talcott chose to operate the Redfin Grill as an entity solely owned by Talcott, with Haley’s rights and obligations defined by various contracts. The Employment Contract makes clear that the parties were operating the business as a joint venture and limited Talcott’s ability to remove Haley from his active role. After success of the business, Haley wanted to own a direct stock ownership interest in the Redfin Grill at some point. The conflict led to some kind of confrontation, however and Haley sought to reject the new lease proposed by Talcott or revoke any consent to possession by the Redfin Grill and terminate any lease. As a 50% member, Haley could not force the LLC to take action on these proposals because Talcott opposed them. With only a 50% ownership interest, Haley cannot force the termination of the Redfin Grill’s lease and evict the Redfin as a tenant. Haley does not view himself as being obligated by the LLC agreement to be the one who exists.
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