Pullman Sugar, LLC v. Kenneth Valdivia

• Court: Court of Chancery of Delaware
• Decided: September 11, 2018
• Docket: CA 2018-0431-SG
• Status: Published

Opinion

COURT OF CHANCERY OF THE SAM GLASSCOCK III STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DELAWARE 19947

Date Submitted: September 7, 2018 Date Decided: September 11, 2018

Richard L. Renck, Esquire Gregory E. Stuhlman, Esquire Oderah C. Nwaeze, Esquire Chipman Brown Cicero & Cole, LLP Duane Morris LLP Hercules Plaza 222 Delaware Avenue, Ste 1600 1313 N. Market Street, Suite 5400 Wilmington, DE 19801 Wilmington, DE 19801

RE: Pullman Sugar, LLC v. Kenneth Valdivia, et al., Civil Action No. 2018-0431-SG

Dear Counsel:

This Letter Order shall supplement my Bench Ruling on this matter of

August 28, 2018. At the conclusion of that Bench Ruling, I asked the parties to

submit letters raising any issues they believe are outstanding for decision in this

matter. Counsel has made, and I have reviewed, those submissions.

The Plaintiffs ask me to opine on two issues: the appropriate salary for

Defendant Valdivia, if any; and the appropriate terms of access of the parties to

corporate books and records. I agree with the Defendants, however, that these are

matters for the board of managers, as validly composed, to address. The Plaintiffs

brought this matter under 6 Del. C. § 18-110 to determine the composition of the

board, and to declare certain actions of a purported three-member board (the “Purported Board”) to be valid. My bench ruling provided the identity of the four

current managers (the “Current Board”), and declined to validate the acts of the

Purported Board. It is up to the Current Board to address the issues of salaries and

access to records.

Next, the Defendants ask that I award attorney fees under the LLC

Agreement; the Plaintiffs contend that they are entitled to some fees as well, and

that in any event the fee question should be resolved in light of the result of the

pending companion fiduciary duty action involving these parties. The parties

should submit fee requests and answers in this matter; on review of those

submissions I will decide whether to defer a ruling pending a decision on the

substantive issues in the fiduciary action.

To the extent the foregoing requires an Order to take effect, IT IS SO

ORDERED.

Sincerely,

/s/ Sam Glasscock III

Sam Glasscock III