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1
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PLAINTIFFS OPPOSTION TO DEFENDANTS APPLICATION FOR ATTORNEYS FEES AND COSTS
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EXTRACTED KEY WORDS
FEES COURT ATTORNEYS PLAINTIFFS DEL DELAWARE EMPRESA COSTS SUMMARY JUDGMENT OPERATING AGREEMENT MOTION REQUEST PURSUANT CONTRACT SUPREME COURT CLARK CALIFORNIA PROPER BASIS MERITS HERETO JURISDICTION TRIAL COURT SUPR REASONABLENESS RIVIERA FINANCE UCDC SEEKING SUMMARY JUDGMENT MANAGER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DAVID B. CLARK and UNITED
CALIFORNIA DISCOUNT CORPORATION,
a California corporation,
Plaintiffs,
V. CA. No. 16780
PHILLIP KELLY and LA EMPRESA DE LA
MAR D'ORO, INC., a California corporation,
Defendants,
RIVIERA FINANCE LLC, a Delaware limited
1-[ability company,
Nominal Defendant.
P L A I N T I F F S ' O P P O S I T I O N T O D E F E N D A N T S '
APPLICATION FOR ATTORNEYS' FEES AND COSTS -" L'
Plaintiffs David B. Clark ("Clark") and United California Discount Corporation
("UCDC") hereby respond to Defendants' Application For Attorneys' Fees And Costs and in
opposition thereto state as follows:
1. On November 12, 1998, plaintiffs Clark and UCDC filed this action
zgainst defendants Phillip Kelly ("Kelly") and La Empresa De La Mar D'Oro, Inc.
("La Empresa") seeking an order pursuant to 6 Del. C. 6 18-110 declaring that Clark has been
duly-appointed by UCDC as the sole manager of Riviera Finance, LLC ("Riviera"), and that
defendants Kelly and La Empresa have no right to participate either directly or indirectly in
Riviera's management.
2. Following expedited discovery, on January 11, 1999, plaintiffs served and
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2
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
CALIFORNIA LAW STOCK RIVIERA COURT PLAINTIFFS COMMUNITY PROPERTY DEL DANIS DELAWARE CLARK CALIFORNIA CORPORATION DEFENDANTS EQUITY OWNER SPOUSE OPERATING AGREEMENT SUMMARY JUDGMENT EMPRESA SHARES LAWFUL MANAGERS LIMITED LIABILITY OWNERSHIP MARRIAGE TRUSTEES PROVISION PARTNERSHIP UNITED CALIFORNIA BENEFICIAL OWNER BUSINESS ASSIGNMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DAVID B. CLARK, and UNITED CALIFORNIA :
DISCOUNT CORPORATION, a California :
corporation, ..
Plaintiffs, ..
.
V. . C.A. No. 16780
PHILLIP KELLY and LA EMPRESA DE
LA MAR D'ORO, INC., a California
corporation,
Defendants,
and
RIVIERA FINANCE LLC, a Delaware
limited liability company,
Nominal Defendant. . -- ___
MEMORANDUM OPINION
Date Submitted: March 11, 1'999
Date Decided: June 24, 1999
Michael D. Goldman, Stephen C. Norman and Gregory M. Johnson, Esquires, of
POTTER, ANDERSON & CORROON, LLP, Wilmington, Delaware; Attorneys
for Plaintiffs
R. Franklin Balotti, Daniel A. Dreisbach, Srinivas M. Raju and Peter B. Ladig,
Esquires, of RICHARDS, LAYTON & FINGER, Wilmington, Delaware,
Attorneys for Defendants
JACOBS, VICE CHANCELLOR
3L
Pending are cross-motions for summary judgment in this action, brought
under 6 Del. C. 8 18- 110, to determine who are the lawful managers of Riviera
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3
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MOTION
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EXTRACTED KEY WORDS
COURT PLAINTIFFS CHANCERY DELAWARE UNITED CALIFORNIA MOTION EMPRESA DANIS DEL CHANCERY RULE SHARES JUDICIAL ADMISSION PARAGRAPH AMEND AMENDMENT PERMIT DAVID CLARK OWNER UTZ STEELE DISCOUNT CORPORATION CLARIFY COMMUNITY EQUITY OWNER SOLE OWNER ASSERTION PLEADING FACTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DAVID B. CLARK and UNITED CALIFORNIA )
DISCOUNT CORPORATION, a California >
corporation, c-:
> I.- .
> L
Plaintiffs, >
>
V. ) C.A. No. 16780
1.
> !:'
PHILLIP KELLY and LA EMPRESA DE LA ) c :, ~ ".;
- ,.,
-7, r\ 1
MAR D'ORO, INC., a California corporation, ) -
>
Defendants, 1>
-and- >
>
RIVIERA FINANCE LLC, a Delaware limited )
liability company, >>
Nominal Defendant. >
MOTION FOR LEAVE TO FILE AN AMENDED ANSWER
Phillip Kelly ("Kelly") and La Empresa De La Mar D'Oro, Inc. ("La Empresa") (collectively
"Defendants") hereby move this Court, pursuant to Court of Chancery Rule 15(a), for an Order in
the form attached hereto granting leave to file an amended Answer. Defendants have attached as
Exhibit A hereto the Amended Answer Defendants seek to file and as Exhibit B the Amended
Answer, which indicates plainly in what respect it differs from the Answer in compliance with Court
of Chancery Rule 15(aa). The grounds for the within motion are as follows:
1. Plaintiffs instituted this action in November 1998, to challenge Kelly and/or La
Empresa's right to co-manage Riviera Finance LLC ("Riviera") with Plaintiffs David B. Clark
("Clark") and United California Discount Corporation ("UCDC") . Central to the dispute is the
determination whether a "Transfer" occurred under the terms of the Operating Agreement. In order
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4
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REPLY BRIEF
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EXTRACTED KEY WORDS
CALIFORNIA LAW DANIS DEFENDANTS EQUITY OWNER COURT DELAWARE PLAINTIFFS CLARK SUPPORT DISREGARD CALIFORNIA LAW EMPRESA SUMMARY JUDGMENT OPERATING AGREEMENT COMMUNITY PROPERTY DEL EMPRESA SHARES EXTRINSIC EVIDENCE THIRD SENTENCE CROSS-MOTION AUTHORITIES INTERNAL AFFAIRS DOCTRINE AMENDMENT CHANCERY PLAINTIFFS ARGUE SEPARATE LAW PROVISION INCONSISTENT INTERPRETATIONS OWNERSHIP RESPONSE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DAVID B. CLARK and UNITED CALIFORNIA )
DISCOUNT CORPORATION, a California
corporation, ; ._ ,.
._,
>
Plaintiffs, >>
V. ) C.A. No. 16780
PHILLIP KELLY and LA EMPRESA DE LA )
MAR D'ORO, INC., a California corporation, >
Defendants,
-and-
RIVIERA FINANCE LLC, a Delaware limited
liability company, >>
Nominal Defendant. >
DEFENDANTS' REPLY BRTEF IN SUPPORT OF
THEIR CROSS-MOTION FOR SUMMARY JUDGMENT
R. Franklin Balotti
Daniel A. Dreisbach
Srinivas M. Raju
Peter B. Ladig
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Defendants
Dated: February 5, 1999
RLFI-203663-1
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