Haley and Talcott co-owned Matt and Greg Real Estate, LLC, and had a dispute over whether to dissolve the LLC or use the exit mechanism provided in the LLC agreement. The LLC owned the Redfin Grill and had a mortgage from County Bank, with Haley and Talcott signing personal guarantees for the entire mortgage amount. Haley and Talcott also had a conflict over the Redfin Grill, which Haley received a share of profits from. Haley moved for summary judgment to dissolve the LLC under § 18-802 of the Delaware LLC Act but faced the issue of the contractual exit mechanism not releasing his personal guaranty. The court is deciding whether corporate deadlock applies to a § 18-802 claim and if the contractual exit mechanism is appropriate for breaking the stalemate over the LLC's only asset, the Property.
Haley v. Talcott (2004)
Delaware Court of Chancery
864 A.2d 86
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