Tag: equitable tolling

Court of Chancery Allows LLC’s Breach of Fiduciary Duty, Aiding and Abetting, and Breach of Contract Claims to Proceed, But Not Fraud

By Justin H. Roeber and Peter Ayers

In Largo Legacy Group, LLC v. Evens Charles et al., C.A. No. 2020-0105-MTZ (Del. Ch. June 30, 2021), the Delaware Court of Chancery denied a motion to dismiss brought by defendants against Plaintiff Largo Legacy Group, an investor in Largo Hotel, LLC (“Largo Hotel”), a hotel development company.  The Court found that Plaintiff successfully stated claims against the company’s principals for breach of fiduciary duty, aiding and abetting, and breach of contract arising from the defendants’ efforts to launch a parallel hotel venture on an adjacent piece of land owned by Largo Hotel.  The Court, however, concluded that Plaintiff’s claim for fraud did not survive the motion to dismiss due to failure to plead the claim with particularity.

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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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