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1
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LLC ORDER
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EXTRACTED KEY WORDS
OH-HO COURT DELAWARE JAMES CHANCERY CASTLE COUNTY BRENTON HORNER PLAINTIFF MOTION STRIKE PRACTICE LAW FILE PLEADINGS PRO CAPACITY COUNTERCLAIM COMPLAINT |
h
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE /54
IN AND FOR NEW CASTLE COUNTY
BRENTON L. HORNER,
Plaintiff, :
V . C.A. No. 18938
OH-H0,L.L.C. and
JAMES R. O'ROARK,
Defendants. :
ORDER
NOW, this (1; ii' day of August, 2001, the Court having considered
Plaintiff's Motion to Strike the Purported Answer of Defendant Oh-Ho, L.:L.C.
("Oh-Ho"), and it appearing that Defendant James R. O'Roark ("O'Roark") is
not admitted to practice law in the State of Delaware and, therefore, may not
represent or file pleadings or documents on behalf of any person or entity other
than himself in a pro se capacity,
IT IS HEREBY ORDERED that the answer with counterclaim
purportedly filed by Defendant O'Roark on behalf of himself and Defendant Oh-
Ho is stricken as to Oh-Ho; Oh-Ho shall file its answer to the complaint on or
before September 7, 2001.
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2
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PLAINTIFFS ANSWER TO DEFENDANT OROARKS COUNTERCLAIM
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EXTRACTED KEY WORDS
DEFENDANT COUNTERCLAIM PLAINTIFF DISSOLUTION DELAWARE ASSERTS PURPORTED MEMBER COURT CHANCERY LAW JAMES MANAGER PLEADINGS CONTRIBUTIONS LOAN COUNTERCLAIM FAILS MALICIOUS ABUSE COUNTERCLAIM PARAGRAPH RIPE ADJUDICATION ALLEGE PUNITIVE DAMAGES PURSUANT CHANCERY RULE RELIEF PLAINTIFFS MOTION BOSWELL HARVARD BUSMINES GRAPHICS LEWES |
COURT OF CHANCERY OF THE STATE OF DELAWARE
NEW CASTLE COUNTY
BRENTON L. HORNER,
Plaintiff,
1
V. ) C.A. No. 18938
OH-HO, LL.C., and ;
JAMES R. O'ROARK, >
Defendants. t
PLAINTIFF'S
-__- ANSWER TO DEFENDANT O'ROARK'S
~_I COUNTERCLAIM
"NEW MATTER'
---__- -L
11. Denied. Plaintiff also asserts that Article 11.1, "Events Causing Dissolution,"
expressly provides for dissolution under the following circumstance: "The Company may also be
dissolved upon the entry of a decree of judicial dissolution."
12. Denied.
13. Denied.
14. Denied.
PLAINTLFF'S ANSWER TO COUNTERCLAIM OF DEFENDANT
__.- O'ROARK
15. Admitted.
16. Admitted.
17. Admitted.
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3
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ANSWER TO COMPLAINT
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EXTRACTED KEY WORDS
OH-HO JAMES DEFENDANTS BUSINESS EXHIBIT PLAINTIFF PENNSYLVANIA MEMBERS OPERATING AGREEMENT COURT ASSETS COMPLAINT DISSOLUTION DELAWARE CONTRIBUTIONS ADDENDUM MANAGING MEMBER BUSINESS OFFICE JURISDICTION DECREE EXPENSE LIMITED LIABILITY LIMITED LIABILITY COMPANY LAUREL SUMMIT COUNTY BRENTON HOMER BROOK MORTGAGE PAYMENTS MEETINGS |
IN THE COURT OF CHANCERY OF
STATE OF DELAWARE IN AND
FOR NEW CASTLE COUNTY
Brenton L. Horner
Plaintiff
VS. Civil Action No. 18938-NC
OH-HO, LLC and
James R. O'Roark,
Defendants
ANSWER TO COMPLAINT SEEKING JUDICIAL DISSOLUTION
OF DELAWARE LIMITED LIABILITY COMPANY
Now come OH-HO, LLC and James R. O'Roark and file this Answer to Complaint as follows:
1. Admitted.
2. Admitted, By way of further answer, the registered business oflice is 485 Laurel Summit,
Boswell, Pa. (Westmoreland County).
3. Admitted.
4. Admitted. in part and denied in part, OH-HO, LLC was formed by Benton Homer and
Brenton Homer served as Managing Member but the Limited Liability Company consisted
ofthe following Members - James O'Roark, Brook O'Roark, Jamie Hoyle, and tlhe following
minors - Mallory Hoyle and. Allison O'Roark as Operating Agreement, a true copy ofwhich
is marked Exhibit 1 and attached hereto.
5. Admitted.
6. Admitted.
7. Denied that James O'Roark or any of his family members have nlever contributed any capital
to OH-HO, LLC. It is averred that James O'Roark personally transferred his; interests in
Penultimate Properties Corp., a Pennsylvania Corporation; Roof Garden Court per
Penacquire, LLC; and P.G.O.K. F:amily Productions (Exhibit 1) in the original formation.
Per an Addendum (Exhibit 2) signe:d 3/l/98 and per Special Mee:ting (Exhibit 3) on 2/l
James O'Roark and OH-HO, LLC added the following new considerations - FUTECH, LLC
interests; Jenner Twp. Property; Church of God property; and 4:85 Laurel Summit property.
Plaintiff acknowledged by signature to these new contributions -' Exhibit 2 and Exhibit 3.
addition, James O'Roark contributed professional time on a full time basis 1:o reach the
development objectives. Plaintiffs contribution was solely based on acquiring "mortgage"
for OH-HO, LLC interests for the business office of485 Laurel Summit, Bosw'ell, Pa. for a
10% interest. Defendant has made all mortgage payments on blusiness office.
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4
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L.L.C. COMPLAINT
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EXTRACTED KEY WORDS
MEMBERSHIP JAMES BUSINESS HORNER MANAGER PURSUANT HOMER COMMONWEALTH FORMATION OPERATING AGREEMENT CONTRIBUTIONS HOYLE GRANDDAUGHTER BRENTON DELAWARE LIABILITY COMPANY PLAINTIFF RESIDENT DEFENDANT PENNSYLVANIA OWNERSHIP FAMILY MEMBERS VARYING CONTROL LAWFUL ACT ALTER EGO LITIGATION BUSINESS ENTITIES |
COURT OF CHANCERY OF THE STATE OF DELAWARE
NEW CASTLE COUNTY
BRENTON L. HORNER,
Plaintiff, _
i
V.
OH-HO, L.L.C., and
JAMES R. O'ROARK,
>
Defendants. >
COMPLAINT
SEEKlNG JUDICIAL DISSOLUTION
OF DELAWARE LlMITED LIABILITY COMPANY
Pursuant to 6 Del. C. 4 18-802, plaintiff Brenton L. Homer seeks judicial di:ssolution of
L.L.C. ("Oh-Ho") on the following grounds:
1. Plaintiff, a resident of the state of California, is a member of Oh-Ho
2. Defendant Oh-Ho is a Delaware limited liability company.
3. Defendant James R. O'Roark, a resident of the Commonwealth of Pennsylvania,
claims to be a member and a manager of Oh-Ho.
4. Oh-Ho was formed on or about July 17, 1996, for the purpose of engaging in real
estate investments in the Commonwealth of Pennsylvania. At the time of its formation, Mr. Homer
was Oh-Ho's sole member and manager
5. Pursuant to Oh-Ho's operating agreement, members' ownership interests in Oh-Ho
are proportional to their capital contributions
6. Since the formation of Oh-Ho, James R O'Roark has claimed to be a member of Oh-
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