In BET FRX v. Rebecca Myers, C.A. No. 2019-0894-KSJM (Apr. 27, 2022), the Delaware Court of Chancery granted in part and denied in part in a motion to dismiss minority stockholder claims for breach of the LLC agreement, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duties, directly and derivatively, and judicial dissolution pursuant to 6 Del. C. Section 18-802. The court makes notes the “most of the plaintiff’s claims are clearly deficient,” made and “quick work of them.”

First, the court found that the plaintiff failed to allege a provision in the LLC agreement that the defendants breached. Specifically, the plaintiff did not expressly identify a provision in the LLC agreement that support breach. The plaintiff’s attempt to cure this deficiency in its briefing did not cure the “typically fatal” deficiency, as “Sections 4 and 8 of the LLC agreement do not grant the BET manager the right to participate in “all decisions” of FRX.” But the plaintiff did not allege its statutory rights were violated in breach of Section 4, or that the Ohio company transactions are within the list of transactions over that the BET manager has veto rights in breach of Section 8. Lacking these allegations, the plaintiff failed to state a claim.