Superior Court Finds "Volunteer" Director of LLC Immune from Suit and Requires Plaintiff to File a More Definite Statement As to Whether Board's Actions Were Void
Gilliland v. St. Joseph's at Providence Creek, C.A. No. 04C-09-042, 2006 WL 258259 (Del. Super. Ct. Jan. 27, 2006).
After the board of directors of an LLC terminated the plaintiff, the plaintiff filed suit, alleging, among other things, that the board's actions were void. The defendants moved to dismiss plaintiff's suit. The court found that one of the directors was immune from suit pursuant to 10 Del. C.
§ 8133, which grants immunity to an organization's volunteers. Another defendant, the LLC from which plaintiff had been terminated, argued that the claim against it should be dismissed because the board's actions were voidable rather than void. However, there was no indication that the Board had ever ratified the voidable acts. The Court directed the Plaintiff to file a more definite statement as to what it was claiming against that defendant.
In July 2004, the plaintiff was terminated from his position as St. Joseph's at Providence Creek ("St. Joseph's") following allegations of mismanagement. The plaintiff, who was also a member of the board of directors of St. Joseph's, never received notice of any meeting at which the board discussed his termination. The plaintiff filed suit against St. Joseph's, another associated LLC, and various directors of St. Josephs. In part, plaintiff argued that his termination without a properly noticed meeting of the board was void, and that he was entitled to damages. Charles Taylor, an uncompensated member of St. Joseph's board, argued that 10 Del. C.
§ 8133 provides immunity to an organizations "volunteers." The Superior Court agreed and granted Taylor's motion to dismiss.
St. Joseph also moved to dismiss. St. Joseph's argued that even if the actions of the board were taken at an improperly noticed meeting the actions were merely voidable rather than void. Unlikely void acts, voidable act may be cured. However, the Superior Court found no indication that the board ever properly noticed a subsequent meeting to ratify the alleged voidable acts. Because it was unclear what plaintiff sought from St. Joseph's, the court required he file a more defendant statement of his claims.
Jason C. Jowers