ALLIED CAPITAL v. GC-SUN HOLDINGS, L.P.

C.A. No. 1954-N.

910 A.2d 1020 (2006)

ALLIED CAPITAL CORPORATION, a Maryland corporation, Plaintiff, v. GC-SUN HOLDINGS, L.P., a Delaware limited partnership, GC-Sun G.P., Inc., a Delaware corporation; GC-Sun Holdings II, L.P., a Delaware limited Partnership; GC-Sun G.P. II, Inc., a Delaware corporation; GC-Sun Frontier Investors, LLC, f/k/a/ Brafasco Investors, LLC, a Delaware limited liability company; Brafasco Holdings II, Inc., a Delaware corporation; Glencoe Capital Partners II, L.P., a Delaware limited partnership; Glencoe Capital, LLC, an Illinois limited liability company; and John Does 1-10, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: November 22, 2006.


Attorney(s) appearing for the Case

Daniel B. Rath, Rebecca L. Butcher, James S. Green, Jr., Landis Rath & Cobb, L.L.P., Wilmington, DE; Daniel M. Litt, Jeffrey Rhodes, Addy Schmitt, Dickstein Shapiro Morin & Oshinsky, L.L.P., Washington DC, for Plaintiffs.

Raymond J. DiCamillo, Elizabeth C. Tucker, Richards, Layton & Finger, P.A., Wilmington, DE; Janet Malloy Link, B. John Casey, Meghan H. Sullivan, Latham & Watkins, L.L.P., Chicago, IL, for Defendants.


OPINION

STRINE, Vice Chancellor.

I. Introduction

The plaintiff, Allied Capital Corporation ("Allied"), brought this case in an effort to collect on a promissory note. Allied claims that the insolvent debtor, GC-Sun Holdings, L.P. ("Sun I"), a Delaware limited partnership, would have had the wherewithal to either repay the note in full, or at least the principal amount, had Sun I's general partner — a controlled affiliate of defendant...

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