Showing 2 posts from 2019.

Case Spotlight: Terramar Retail Ctrs., LLC v. Marion #2-Seaport Tr. U/A/D June 21, 2002

Case Spotlight: Terramar Retail Ctrs., LLC v. Marion #2-Seaport Tr. U/A/D June 21, 2002, 2018 WL 6331622 (Del. Ch. Dec. 4, 2018) (Laster, V.C.)

Defendant (the “Trust”) is an investment vehicle affiliated with non-party Michael Cohen.  The Trust holds a 25% member interest in Seaport Village Operating Company, LLC, a Delaware limited liability company, which operates a specialty shopping center and tourist attraction in San Diego, California.  Plaintiff holds a 75% interest in the Company.  After forming the Company in Delaware, the parties entered into an operating agreement that named plaintiff as the sole manager of the Company and gave plaintiff the right to request that the other members buy out its member interest at fair market value (the “Put Right”).  Plaintiff also had the right to dissolve the Company and receive a contractually determined payout if the other members did not purchase plaintiff’s interest within six months of exercising the Put Right.  In 2015, plaintiff exercised its Put Right.  After more than six months had passed and its membership interest had not been bought out, plaintiff filed this action seeking declarations that it properly exercised the buy-out provision of the operating agreement and that it has the right to dissolve the Company and sell the Company’s property and assets. More ›

Temporary Stopgaps Extend Federal Court Operations Through January 31st

The Administrative Office of the U.S. Courts estimates that federal court operations will remain funded through Jan. 31, 2019. The extension has been achieved by deferring non-critical operating costs and the usage of court filing fees and other available funds.

Court System Notices

Litigation and filings will continue in Delaware during the federal government shutdown. If you have questions, please contact our Director of Client Relations Dawn Sheiker (302.888.6804; dsheiker@morrisjames.com).