Leo E. Strine

“ Haley was also entitled to a 50% share of the Redfin Grill's profits. In short, Haley and Talcott were in it together for as long as they owned the restaurant, equally sharing the profits as provided in the Employment Contract.
Most importantly, Haley never agreed to be a passive investor in the LLC who would be subject to Talcott's unilateral dominion. Instead, the LLC agreement provided that: "no member/managers may, without the agreement of a majority vote of the managers' interest, act on behalf of the company." ”

“ Arguably, it is economically more efficient -- absent an explicit requirement that the party disfavoring inertia exit if he is dissatisfied -- to order dissolution, and allow both parties to bid as purchasers, with the assets going to the highest bidder (inside or outside) who presumably will deploy the asset to its most valuable use. ”

“ Talcott had obtained the option personally when the Redfin Grill first leased the Property from the then-owner in February of 2001. Talcott provided this valuable right to participate for the nominal price of $ 10.00. The agreement provided that if the option were exercised, Haley would shoulder 50% of the burden of the purchase, and would be either a 50% owner of the land or a 50% owner of the entity formed to hold the land. ”

“ The resolution of the current case and the ultimate fate of the LLC therefore critically affect the continued existence of a second business that one party owns and that the other bitterly contends, in other litigation pending before this court, wrongly terminated him. ”

“ Haley signed an agreement with the lender personally guaranteeing the entire mortgage of the LLC (as did Talcott) in order to secure the loan. Without relief from the guaranty, Haley would remain personally liable for the mortgage debt of the LLC, even after his exit. ”

“ See Letter from A. Robinson to the court of August 26, 2004 ("In light of the fact that both parties personally guaranteed full payment of the LLC Note, it is my client's position that both parties each have a 50% interest in the LLC and the existence of the Guaranties should not affect the ultimate disposition of the LLC's assets.") .↑ In re Delaware Bay Surgical Services, 2002 Del. Ch. LEXIS 158, C.A. No. 2121-S, at 5 (Del. Ch. Jan. 28, 2002) . ”