BRIAN T. OLSON, Plaintiff, v. O. ANDREAS HALVORSEN, DAVID C. OTT, VIKING GLOBAL INVESTORS LP, VIKING GLOBAL PARTNERS LLC, VIKING GLOBAL PERFORMANCE LLC, and VIKING GLOBAL FOUNDERS LLC, Defendants. VIKING GLOBAL PERFORMANCE LLC, DANIEL CAHILL and THOMAS PURCELL, Defendant-Counterclaim Plaintiff and Third-Party Plaintiffs, v. BRIAN T. OLSON, Plaintiff-Counterclaim Defendant and Third-Party Defendant-Counterclaimant., 982 A.2d 286

Summary

A dispute arose among the founder of a hedge fund and his former partners regarding the appropriate amount owed to the founder upon his removal from the company. The LLC operating agreement which the founder relied upon in the contract claim of his lawsuit was unsigned. It provided that upon leaving the company the founder and the partners were each entitled to a multiyear earn-out. In contrast, relevant signed documents provided that the founder was only entitled to his capital account and compensation owed upon leaving the company. The primary issue was thus whether the Delaware Statute of Frauds, Del. Code Ann. tit. 6, § 2714(a), applied to LLC operating agreements. The court noted that Del. Code Ann. tit. 6, § 18-101(7) allowed oral LLC operating agreements. The court found that the Statute of Frauds applied to the agreements. Moreover, Del. Code Ann. tit. 6, § 18-1101(b) did not make the LLC operating agreement enforceable because the multiyear earn-out could not possibly be ...