New York, NY asked in Business Law for Delaware

Q: Can a min owner in a Delaware LLC be liable to the individual whose co was the majority owner of the LLC?

Can a minority shareholder, a privately held company, be liable to the individual whose Company was majority shareholder - in a Delaware LLC that has been sold? The individual is not a member of the LLC. Another company of his is. The Company has been sold. He could not sue prior to the sale, lest the sale be compromised. Can HE, as an individual, sue a company that owned a share of his former company? I realize the terms of the operating agreement are relevant. We merely want to make certain that HE can lodge the suit.

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2 Lawyer Answers

A: Anyone can sue anyone if you pay the filing fee. Your question is way too vague. Yes, the operating agreement governs. So does what the claim even is, which you have not stated. Thus, if your real question is the success of such a claim, no one could know based on your post.

Donovan A Rodriques agrees with this answer

Barry Eran Janay
Barry Eran Janay
Answered

A: Your question is a little vague / unclear, but there could be a "deriviative action" (see http://dictionary.law.com/Default.aspx?selected=501) and in order to sue on a contract you must be in privity with the parties (http://dictionary.law.com/Default.aspx?typed=privity&type=1) Based on what you wrote, it doesn't sound like there was any privity, but the person who you are talking about may be able to sue in his individual capacity in the name of the company if the minority member harmed the company and since he is a shareholder any gains from the lawsuit would be realized by the majority since he is a shareholder.

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