Topic: Timely

Don’t Sit on Your Legal Rights, Even with Your Family – Master in Chancery Recommends Dismissal of Former Member’s Claims Against His Family LLC, Based on Laches

By: Brian D. Koosed and Julia Knitter

In Robert Boyd Fitzgerald v. Fitzgerald Home Farm, LLC, Civil Action No. 2019-0410-PWG (Del. Ch. April 16, 2021), Master in Chancery Patricia W. Griffin (“Master Griffin”) recommended the Court of Chancery (the “Court”) dismiss a complaint seeking damages and reinstatement as a member of a family limited liability company, with prejudice.  Master Griffin found that the action was barred by laches because the statute of limitations for the alleged breach had run and equitable tolling did not apply. 

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WHEN SOMEONE SHOWS YOU WHO THEY ARE, BELIEVE THEM THE FIRST TIME, OR RISK YOUR CLAIMS BEING TIME BARRED

By Scott Waxman and Adrienne Wimberly

In Winklevoss Capital Fund, LLC et al. v. Stephen Shaw, et al., C.A. No. 2018-0398-JRS, the Delaware Court of Chancery, in a Memorandum Opinion, granted a Motion to Dismiss counterclaims against individual Plaintiffs Tyler and Cameron Winklevoss and their investment firm (altogether “Plaintiffs”) because the claims were barred by laches. In an attempt to capitalize on the publicity from their depiction in the movie The Social Network, the Winklevoss twins, Tyler and Cameron, launched an investment firm, Winklevoss Capital Fund, LLC (WCF). The twins selected Treats! LLC, founded by Stephen Shaw, to be one of their first investments. Treats! LLC owns and operates Treats! magazine, a print and digital magazine depicting nude and semi-nude photographs of models and celebrities. In August 2012, WCF invested $1,310,000 in Treats! in exchange for 1,310,000 series A preferred units under a written Purchase Agreement and Amended LLC Agreement. WCF also loaned Treats! $20,000 as evidenced by a promissory note delivered in October 2012. However, the business relationship between the parties quickly soured as the twins refused to allow Shaw to publicly announce their investment in Treats! and the twins believed Shaw was mismanaging the company.

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