Document: In Re NextMedia Investors, LLC, C.A. No. 4067-VCS, Strine, V.C. (Del. Ch. May 6, 2009)
Petitioners, members of respondent limited liability company, sought summary judgment on their petition for judicial dissolution of the LLC and appointment of a liquidating trustee. Petitioners claimed their consent was required to amend the LLC agreement to extend the dissolution date of the LLC, as the agreement required consent from all members adversely affected and the extension of their investment horizon was such an adverse effect. The Court of Chancery granted their motion for summary judgment in part and ordered dissolution because the provision at issue was unambiguous and the Petitioners’ interpretation was reasonable. Any argument as to whether dissolution postponement was actually detrimental to Petitioners was irrelevant, as a change to the lifespan of the entity as proposed clearly altered an economically meaningful contractual term. The Court then denied Petitioners’ request for a liquidating trustee, holding that the company’s board of managers was responsible for liquidation, as it was in the best position to dissolve the entity’s affairs, and it could not be removed from that role without cause. Petitioners could, however, present their case for removal after full discovery and trial.