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Business Associations Keyed to Bainbridge
VGS, Inc. v. Castiel
Citation:
781 A.2d 696 (Del.Supr.2001)Facts
David Castiel formed virtual Geosatellite LLC on January 6, 1999 to pursue a Federal Communications Commission license to build and operate a satellite system. When originally formed, it had only one member – Virtual Geosatellite Holdings, Inc. Pursuant to the LLC agreement, Holdings received 660 units. As the majority unitholder, Castiel had the power to appoint, remove and replace two of the three members of the board of managers. Not long after the formation, Castiel and Sahagen were at odds. Sahagen convinced Quinn that Castiel must be ousted from leadership for the LLC to prosper. On April, 2000, without notice to Castiel, Quinn and Sahagen acted by written consent to merge the LLC under Delaware law into VGS, Inc. Accordingly, the LLC ceased to exist, its assets and liabilities passed to VGS. On the day of the merger, Sahagen executed a promissory note to VGS in the amount of $10 million.
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