Angell v. Accugenomics, Inc. (In re Gene Express, Inc.) As non-management directors, defendants Antonucci, LoRusso and Pyles were not expected to devote all their time and attention to the debtor; however, they were made aware of threats posed by Stephen Kallabis and his efforts to divest shareholders of their interests and realize the debtor’s operations and intellectual property for himself.
Blythe v. Bell This court has determined that no member of the plaintiff-LLC has ever had majority control, and members of an LLC owe no fiduciary duty to each other; therefore, the individual parties owed no fiduciary duties to each other. The parties’ summary judgment motions are granted in part and denied in part.
Nelson v. Alliance Hospitality Management, LLC Since neither the Georgia Limited Liability Company Act nor the defendant-LLC’s operating agreement required that a member have an ownership interest in the LLC, the operating agreement’s anti-dilution provision was not necessarily implicated by plaintiff’s admission as a member of the LLC. Therefore, the majority member’s consent to plaintiff’s admission was all that was required to make plaintiff a member of the LLC.
Blythe v. Bell In the absence of an operating agreement, when LLC member Hickory Brands, Inc. assigned its interest in the LLC to other members, no consent was required and Hickory Brands was then no longer a member of the LLC.
Scott v. Lackey Plaintiff’s claims for breach of the parties’ operating agreement, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, fraud, constructive fraud, fraudulent concealment, conversion and unjust enrichment allegedly arose from the defendant-managers’ transfer of funds from the defendant-limited liability company to the defendant-managers’ new venture, KYCK.com, through an intermediary in violation of the LLC’s operating agreement. The nature of the wrong alleged is a misuse of company funds that directly injured the LLC and only indirectly injured plaintiff as a percentage owner and member-manager.
LeCann v. Cobham The defendant-dentist ignored the corporate formalities of the parties’ joint dental practices, lent money to herself and her sole practice, and charged personal expenses to the practices.
Tong v. Dassault Systemes Simulia Corp. The issue raised by plaintiff’s complaint is purely legal: whether defendant Dassault Systemes Simulia Corp. is operating defendant DSSKK as a mere instrumentality, thereby making Dassault jointly and severally liable to plaintiff for his “Japanese Retirement Allowance.” This claim is not dependent on future uncertainties and is therefore ripe for review.
Lianyungang FirstDart Tackle Co. v. DSM Dyneema B.V. Although plaintiff alleges that a Dutch corporation and its sister N.C. limited liability company operate a “single, unified website” and hold themselves out to the public as a single entity, the N.C. LLC is not liable for the alleged defamatory statement in a press release issued by the Dutch corporation.
Mancinelli v. Momentum Research, Inc. Where plaintiff is unable to produce a copy of her purported shareholder agreement, and where defendant is a Delaware corporation, then, under the internal affairs doctrine, Delaware law applies to the shareholder agreement.
T-WOL Acquisition Co. v. ECDG South, LLC Since defendant Edmonds was the sole shareholder of the plaintiff-corporation, he owed no fiduciary duty to the corporation or to an individual plaintiff who may have been an officer and director of the corporation.