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Business Organizations Keyed to Sjostrom
William Penn Partnership v. Saliba
Citation:13 A.3d 749 (Del. 2011)
Anis K. Saliba is a retired surgeon who, in his capacity as trustee of the Revocable Trust Agreement of Anis K. Saliba, owned a one-sixth interest in Del Bay Associates, LLC. Rosa Ksebe is a trustee of the Revocable Trust Agreement of Kamal Ksebe, her deceased husband. Ksebe also owned a one-sixth interest in Del Bay. Del Bay was originally formed in 1986 to construct a motel on land contributed to Del Bay by Ksebe’s now deceased husband. Del Bay also received capital contributions from the William Penn Partnership, Hoyt, and Saliba. The parties divided Del Bay ownership interests. Del Bay converted to a Delaware LLC. The ownership interests of the members remained the same. The operating agreement does not expressly eliminate any fiduciary duties. The Lingos have remained the managers at all relevant times. The Lingos decided to end their business relationship with Saliba and Ksebe. The Lingos offered to sell the motel to JGT. The Lingos told the JGT board that they had decided to pay $ million for the property. On June 10, 2003, the Lingos convinced Hoyt to sign the contract immediately. Hoyt signed the contract. Neither of them contacted Saliba and Ksebe at that time to give them the opportunity to match or exceed the Lingos’ offer.
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