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1
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LETTER OPINION
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EXTRACTED KEY WORDS
COURT PETITIONER BUSINESS MAGNOLIA VENTURE RESPONDENT ALLEGATIONS CHANCERY COUNSEL RECEIVER DEL STOCKHOLDERS ASSETS JOINT VENTURE SHAREHOLDERS REASON DATA PROCESSING SLIP PENDING ACTION BREACH COMPETING BUSINESS MAGNOLIA CLINICAL RESEARCH APPOINTMENT DISTRIBUTING BUSINESS OPPORTUNITY CONSULTANTS INTERFERENCE CONTRACT SCOPE |
C O U R T O F C H A N C E R Y
OF THE
S TATE OF D ELAWARE
T HE FAMILY COURT BUILDING
January 3,200O P O BOX58l
GEO?GETOWN, D E L A W AR E
Stephanie M. Tarabicos
Morris, James, Hitchens & Williams LLP
P.O. Box 2306
Wilmington, DE 19899
Megan Semple Greenberg
Richard, Layton & Finger
P.O. Box 55 1
Wilmington, DE 19899 : ;.
:.:
Re: In the Matter of Magnolia Clinical Research, Inc.
Civil Action No. 17311 -NC
Dear Counsel:
Petitioner Gail Trauco-Christensen seeks an Order of Dissolution and
Appointment of a Receiver under 8 Del. C. $ 273. Section 273 allows one
stockholder of a "joint-venture" corporation to file a petition in this Court that, if
granted, dissolves the corporation and distributes its assets. For 5 273 to apply, the
business relationship must constitute a joint venture corporation having two
stockholders, each owning fifty percent (50%) of the corporation's stock. That is
the case here regarding Magnolia Clinical Research, Inc. ("Magnolia"). Generally,
5 273 is applicable only when there is a rift between two fifty percent (50%)
stockholders that prevents agreement on the desirability of dissolving the joint
venture and the method for distributing its assets. See, e.g., In re Venture Advisers,
Inc., Del. Ch., C.A. No. 9439, let. op. at 7-8, Berger, V.C. (Dec. 1, 1988). It is
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2
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RESPONSE OF MAGNOLIA CLINICAL RESEARCH AND WALL TO PETITION FOR DISSOLUTION OF JOINT VENTURE CORPORATION
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EXTRACTED KEY WORDS
BUSINESS WALL PETITION PARAGRAPHS TRAUCO CLINICAL RESEARCH ALLEGATIONS COURT CLINICAL RESEARCH SERVICES DEFENDANTS PEACHTREE DISSOLUTION PLAINTIFFS DAMAGES GAIL TRAUCO-CHRISTENSON PRESIDENT COMPANIES PERFORMING COMPENSATORY DAMAGES CORPORATE OPPORTUNITIES COMPLAINT COMPETING COMPANY FIDUCIARY DUTIES INJUNCTIVE RELIEF CONTRACTS VENTURE CORPORATION PURSUANT CONSULTING MANAGEMENT MONITORING COORDINATING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
In re: Magnolia Clinical Research, Inc., > Civil Action No. 17311 NC
RESPONSE OF MAGNOLIA CLINICAL RESEARCH, INC. AND
BRENDA S. WALL TO PETITION FOR DISSOLUTION
OF JOINT VENTURE CORPORATION PURSUANT TO 8 DEL. C. 6 273
Magnolia Clinical Research, Inc. ("Magnolia") and Brenda S. (Marty) Wall
for their response to the Petition for Dissolution of A Joint Venture Corporation Pursuant to 8 Del.
C. 8 273 (the "Petition") filed by Petitioner Gail Trauco-Christenson ("Trauco"), state as follows:
1. The allegations of paragraph 1 of the Petition are admitted
2. The allegations of paragraph 2 of the Petition are admitted.
3. The allegations of paragraph 3 of the Petition are denied, except it is
that Magnolia was incorporated on April 13, 1998 and is engaged in the business of providing
clinical research services, including, but not limited to, consulting, management, monitoring,
coordinating and teaching services to companies performing research on pharmaceutical and
nutritional products and training for the performance of such research.
4. The allegations of the first sentence of paragraph 4 are denied, except it is
admitted that Magnolia has provided clinical research services to eleven research studies for five
companies. The allegations of the second sentence of paragraph 4 are admitted.
5. The allegations of paragraph 5 of the Petition are denied, except it is
that Wall continues to develop and provide services to customers of Magnolia and averred that
KLFl-2045049-2
Trauco has diverted business from Magnolia and otherwise engaged in competition with it.
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