I
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR SUSSEX COUNTY
RANDOLPH T. WALKER
Plaintiff,
1
V. >
>
RESOURCE DEVELOPMENT COMPANY) Civil Action No. 1843-S
LIMITED, L.L.C. (DE), >
Ln >
and >)
WILLIAM J. COX, JR., WILLIAM C. )
BARON, WILLIAM C. LIEDTKE, III, )>
and >>
REDECO LIMITED, LLC (TX), >>
Defendants. >
MEMORANDUM OPINION
Submitted: July 24,2000
Decided: August 29,2000
Richard S. Phillips, Esquire, of WALSH & PHILLIPS, Georgetown, Delaware,
Attorney for Plaintiff.
Fred L. Cottrell, Esquire and Jeffrey L. Moyer, Esquire, of RICHARDS, LAYTON
& FINGER, Wilmington, Delaware; OF COUNSEL: Benjamin G. Chew, Esquire,
of PATTON BOGGS LLP, Washington, D-C., Attorneys for Defendants.
LAMB, Vice Chancellor
I. INTRODUCTION
This is a post-trial opinion concerning the power of the members of a
majority in interest of a Delaware limited liability company to remove the
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Richard S. Phillips, Esquire, of WALSH & PHILLIPS, Georgetown, Delaware, Attorney for
majority in interest of a Delaware limited liability company to remove the
entity's other member and declare his interest forfeited.
that other member disclosed to hirn an inappropriate compensation arrangement
managing member determined to remove the fourth member from the LLC
the defendants submitted a supplemental post-trial brief.
operating agreement of the LLC or the law governing such entities,
Plaintiff Randolph T. Walker is a cousin of former President Bush.
I had the contacts with international banks to assist in [financing transactions]."
Defendant William C. Baron met
Cox while serving as an intelligence officer for the Department of Defense.
Defendant William C. Liedtke, III, is an oil and gas attorney and is
Cox and Baron always called REDECO an LLC, although its Certificate of Formation was not
Bills") and plaintiff Walker.
representatives of several potentially interested parties known to him through
Appian Group "was a merchant bank with considerable financial resources,
Partnership Between REDECO LTD.,
Liedtke Joins the Business and Walker Travels With Norris
According to Walker, incredibly, he spent about $250,000 during this general time period.
"I treated it as a consulting arrangement even
with the following proportionate ownership breakdown:
Walker explained that there are two categories of partners, full-time and part`3 Liedtke Dep.
of negotiations with the Appian Group.
Cox's deposition testimony elaborated on this conversation in greater detail.
capital contributions except pursuant to an "enforceable promise" to pay.
The Operating Agreement includes no provision that can
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