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Corporations Keyed to Rhee
In re Carlisle Etcetera LLC
Citation:114 A.3d 592 (Del. Ch. 2015)
Petitioner Well Union Capital Limited (WU Parent) and respondent Tom James Company (James) formed Carlisle Etcetera LLC. They executed a simple form of operating agreement in which they committed to work promptly on a more detailed operating agreement to replace the original one. After the Company was formed, WU Parent transferred its member interest to a wholly owned subsidiary called Well Union U.S. Holdings, Inc. James knew about the transfer, did not object, and treated WU Sub as a member from that point on. WU Parent and James never reached agreement on a replacement operating agreement. WU Sub later petitioned to dissolve the Company.
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