R&R CAPITAL, LLC V. BUCK & DOE RUN VALLEY FARMS, LLC
2008 WL 3846318 (Del. Ch. 2008)
NATURE OF THE CASE: Two New York LLCs filed a petition with the Court seeking dissolution
of nine separate Delaware LLCs.
FACTS: The LLCs were formed with capital contributions from the Russet brothers and Linda
Merritt. The bulk of the capital (over $9.7 million) was provided by R&R (P), but Merritt
had the sole and exclusive power to manage the entities. These respondent entities (D) own
land and race horses. The petition for dissolution seeks, in the alternative, the winding up
and dissolution of the respondent entities or the appointment of a receiver. Ps allege that
most of Ds have had their certificates of formation canceled for failing to designate a
registered agent, for failing to pay annual taxes, or for both.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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