FISK VENTURES, LLC, Petitioner/Counterclaim Respondent, v. ANDREW SEGAL, Respondent/Counterclaim Petitioner, and GENITRIX, LLC, Nominal Respondent. ANDREW SEGAL, Third-party Petitioner, v. H. FISK JOHNSON, STEPHEN ROSE, and WILLIAM FREUND, Third-party Respondents., 2008 Del. Ch. LEXIS 158

Summary

The principal, the member, and the investors formed the LLC to develop and market biomedical technology. The language of the LLC agreement created three membership classes. The LLC encountered difficulties because the two leading membership classes were unable to agree on the LLC's policies. The principal, who was the leader of one of the membership classes, accused the member and the investors, who were the members of the other leading membership class, of damaging the LLC. The court found that, although one investor played a significant role in the formation of the LLC and subsequently poured a sizeable amount of money into it, the principal was unable under Del. Code Ann. tit. 10, § 3104 and Del. Code Ann. tit. 6, § 18-109 to establish a nexus between the investor's contacts with the State of Delaware and the claims against him. Furthermore, the principal failed to alleged a cause of action as the principal's substantive allegations reflected not breaches of contractual or fiduciary...