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1
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ORDER MAINTAINING STATUS QUO
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EXTRACTED KEY WORDS
RABINOWITZ GIBBARD ACCOUNT PAYMENTS EMPLOYEE CONTRACT PENDENCY MANAGER/MEMBER AUTHORITY EXPENSE PARAGRAPH COLLECTING SUBCONTRACTORS BANK FUNDS PARTY THEREOF REQUEST LIABILITY METASOLVE MAINTAINING CLIENT DEPOSITING PARTIES MODIFYING AGREEMENT BASIS ENTERING PROCEEDS FAILING |
IN THE COURT OF CHANCEKY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GERARD RABINOWITZ,
P-laintiff,
V. C.A. No. 18721-NC
WILLIAM GIBBARD,
/.. :
Defendant,
and
BLADE CONSULTING
GROUP, LLC,
Nominal Defendant. :
ORDER MAINTAINING STATUS QUO
,,,> /cl' i,
IT IS HEREBY ORDERED this 2 day of Apri 1, 200 1, that:
1. During the pendency of this action, both. William Gibbard ("Gibbard")
and Gerard Rabinowitz ("Rabinowitz") shall lserve as Managers and Members of
Blade Consulting Group, LLC ("Blade" or the "Company"), and both Gibbard and
Rabinowitz shall have all of the rights and authority afforded to the
Managers/Members of a limited liability company under the: Delaware Limited
Liability Act, 6 Del. C. $5 18-111, et. seq., subject to the terms of this Order.
Gibbard shall be responsible for the MetaSolve contract, including collecting and
recording all time records, expense reports, billing/invoices, maintaining client
relationships/management, and managing subcontractors, except that Rabinowitz
shall be responsible for collecting MetaSolve :payments and depositing MetaSolve
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2
.
ORDER MAINTAINING STATUS QUO
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EXTRACTED KEY WORDS
RABINOWITZ GIBBARD ACCOUNT PAYMENTS EMPLOYEE CONTRACT PENDENCY MANAGER/MEMBER AUTHORITY EXPENSE PARAGRAPH COLLECTING CLIENT SUBCONTRACTORS BANK FUNDS BASIS PARTY E-MAIL MESSAGES THEREOF REQUEST LIABILITY METASOLVE DEPOSITING PARTIES MODIFYING AGREEMENT SOLICITING PROCEEDS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GERARD RABINOWITZ,
Plaintiff,
V. CA. No. 18721-NC
WILLIAM GIBBARD,
r.
Defendant,
and
BLADE CONSULTING
GROUP, LLC,
Nominal Defendant.
ORDER MAINTAINING STATUS QUO
,,i* / / t!*
IT IS HEREBY ORDERED this 2 day of April, 2001, that:
1. During the pendency of this action, both William Gibbard ("Gibbard")
and Gerard Rabinowitz ("Rabinowitz") shall serve as Managers and Members of
Blade Consuhing Group, LLC ("Blade" or the "Company"), and both Gibbard and
Rabinowitz shall have all of the rights and authority afforded to the
Managers/Members of a limited liability company under the De.laware Limited
Liability Act, 6 Del. C. 50 18-111, et. seq., subject to the terms of this Order.
Gibbard shall be responsible for the MetaSolve contract, including collecting and
recording all time records, expense reports, billing/invoices, maintaining client
relationships/management, and managing subcontractors, except that Rabinowitz
shall be responsible for collecting MetaSolve payments and depositing MetaSolve
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3
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ANSWER
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EXTRACTED KEY WORDS
ALLEGATIONS PARAGRAPH COMPLAINT ADMITS PLAINTIFF MEMBER CONSULTING GROUP RESPONSE BLADE OFTHE DELAWARE MANAGER BUSINESS LLC GERARD RABINOWITZ GIBBARD MICHIGAN PRIOR WILMINGTON FORTUNE TRUTH LIMITED LIABILITY COMPANY INFORMATION SUFFTCIENT DEFIZNDANT ADMITS INFORMATION SUFFICIENT BECOMING BROAD REACH CONSULTING CO-MANAGE ALS MEMBERS ALLEGATIONS OFPARAGRAPH |
IN THlE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GERARD RABINOWITZ,
Plaintiff,
v. CA. No. 18721
WILLIAM GIBBARD,
Defendant,
-and -
BLADE CONSULTlNG GROUP, LLC,
Nominal Defendant.
ANSWER
Defendant W&m Gibbard ("Defendant"), hereby answers the complaint ("Complaint") of
plaintiff Gerard Rabinowitz ("Plaintiff') in the above-identified action as fclllows:
1. The allegations of paragraph 1 of the Complaint contain argument or conclusions
law as to which no response is necessary. To the extent a response is necessary, the allegations of
paragraph 1 of the Complaint are denied, except that Defendant admits thalt Plaintiff seeks the
specified in paragraph 1 of the Complaint.
2. The allegations of paragraph 2 of the Complaint are denied.
3. The allegations of paragraph 3 of the Complaint are denied, except Defendant
that he is a Member ant1 Manager of Blade Consulting Group, LLC, (the "Company").
4. The allegations of paragraph 4 of the Complaint are denied, except that
admits that both Plaintiff and Defendant mutually agreed around June of 2000 that the principal
place of business would be in Farmington Hills, Michigan. Prior to that the principal place of
I
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4
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COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANT OPERATING AGREEMENT MEMBER BLADE COMPUTER CONSULTING MANAGER COMPUTER CONSULTING SERVICES DECLARING SOLE PARTIES RESTATED OPERATING AGREEMENT PURSUANT GERARD RABINOWITZ GIBBARD DEL BUSINESS NEGOTIATE BLADE CONSULTING GROUP LLC NOMINAL DEFENDANT FORMATION DELAWARE BUSINESS RELATIONSHIP WILLIAM GIBBARD COURT CLIENTS THEREAFTER ADMIT DEFENDANT WH-ICH DEFENDANT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE i
IN AND FOR NEW CASTLE COUNTY
GERARD RABINOWITZ,
Plaintiff,
V.
WILLIAM GIBBARD,
Defendant,
and i
BLADE CONSULTING GROUP, LLC,
Nominal Defendant. )
COMPLAINT
Plaintiff Gerard Rabinowitz, for his Complaint, alleges as follows:
Nature Of Acticz
1. This is an action for an Order of the Court declaring
pursuant to 6 Del. C. 5 18-110 that Plaintiff is the sole manager of nominal
Defendant Blade Consulting Group, LLC ("Blade" or the "Company") and
declaring pursuant to 6 Del. C. § 18-111 that Defendant is not a member of the
Company.
The Parties
2. Plaintiff Gerard Rabinowitz ("Plaintiff' or "Rabinowitz") has
been the sole member and manager of the Company since its formation.
3. Defendant William Gibbard ("Defendant" or "Gibbard"), upon
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