FISK VENTURES, LLC, Petitioner, v. ANDREW SEGAL, Respondent, and GENITRIX, LLC, Nominal Respondent., 2009 Del. Ch. LEXIS 7

Summary

The principal formed the limited liability company (LLC) to commercialize his biotechnology concepts of directing the human immune system to attack cancer and infectious diseases. Although initially promising, the LLC's financial condition had deteriorated to the point where it was in critical financial straits. A long-lived corporate dispute resulted in deadlock to the LLC's board and the loss of significant value to all involved. The investor therefore sought to dissolve the LLC. The court found that the LLC's Board was hopelessly deadlocked, and the LLC agreement failed to anticipate that risk by prescribing a solution to the board conflict. Further, the LLC had no office, no operating revenue, and no prospects of equity or debt infusion. Because the LLC's dire financial straits left the LLC with no reasonably practical means to operate its business, the court concluded that judicial dissolution pursuant to Del. Code Ann. tit. 6, § 18-802 in accordance with the LLC agreement was the...