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Business Associations Keyed to Bainbridge
VGS, Inc. v. Castiel
Citation:781 A.2d 696 (Del.Supr.2001)
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- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
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- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
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.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
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