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Corporations Keyed to O’Kelley
VGS, Inc. v. Castiel
Citation:
2000 WL 1277372Facts
David Castiel formed Virtual Geosatellite LLC (LLC) to pursue a Federal Communications Commission license to build and operate a satellite system which its proponents claim could dramatically increase the real estate in outer space. When originally formed, it had only one member – Virtual Geosatellite Holdings, Inc. Ellipso, Inc. joined the LLC as its second member. Sahagen Satellite Technology Group LLC became the third member of the LLC. David Castiel controls both Holdings and Ellipso. Sahagen convinced Quinn that Castiel must be ousted from leadership in order for the LLC to prosper. As a result, Quinn covertly defected to Sahagen’s camp, and he and Sahagen decided to wrest control of the LLC from Castiel. On April 14, 2000, without notice to Castiel, Quinn and Sahagen acted by written consent to merge the LLC into VGS, Inc. On the day of the merger, Sahagen executed a promissory note to VGS in the amount of $10 million plus interest. Notice to Castiel would have immediately resulted in Quinn’s removal from the board and a newly constituted majority which would thwart the effort to strip Castiel of control.
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