Document: Achaian, Inc. v. Leemon Family, LLC, et al., C.A. No. 6261-CS (Del. Ch. Aug. 9, 2011)
The Court of Chancery granted a declaratory judgment in favor of Achaian, Inc. (“Achaian”), a member of Omniglow, LLC (“Omniglow”) and ordered the dissolution of Omniglow under 6 Del. C. § 18-802 based on a 50/50 deadlock between the members of Omniglow. In determining that Omniglow was owned by two members each with a 50% limited liability company interest, the Court rejected the other member’s claims that a provision prohibiting the admission of new members without all members’ consent would prohibit one member from transferring its interest to another member without all members’ consent. The Court noted that Omniglow’s LLC agreement explicitly permitted a member to transfer “all or any portion of its [i]nterest in [Omniglow] to any [p]erson at any time,” and in granting judgment in favor of Achaian, the Court opined that it “would make scant sense” to transfer only economic rights and not the entire interest in Omniglow, including voting rights, as the definition of “Interest” in the LLC agreement referred to the “entire ownership interest of the [m]ember in [Omniglow].”