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GATZ PROPERTIES, LLC v. AURIGA CAPITAL

No. 148, 2012.

59 A.3d 1206 (2012)

GATZ PROPERTIES, LLC, a Delaware limited liability company, and William A. Gatz, Defendant Below, Appellants, v. AURIGA CAPITAL CORPORATION, a Delaware Corporation, Paul Rooney, Hakan Sokmenseur, Don Kyle, Ivan Benjamin, and Glenn Morse, Plaintiffs Below, Appellees.

Supreme Court of Delaware.

Decided: November 7, 2012.

Attorney(s) appearing for the Case

Steven L. Caponi (argued) and Elizabeth A. Sloan, Esquires , Blank Rome LLP, Wilmington, Delaware, for appellants.

John L. Reed (argued), R. Craig Martin and Scott B. Czerwonka, Esquires , DLA Piper LLP, Wilmington, Delaware, for appellees.

Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the Court en Banc.

PER CURIAM:

In resolving this dispute between the controlling member-manager and the minority investors of a Delaware Limited Liability Company ("LLC"), we interpret the LLC's governing instrument (the "LLC Agreement") as a contract that adopts the equitable standard of entire fairness in a conflict of interest transaction between the LLC and its manager. We hold that the manager violated that contracted-for fiduciary duty by refusing to negotiate with a third-party...

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