Feeley v. NHAOCG, LLC
Delaware Chancery Court
62 A.3d 649 (2012)
Relevant factsFree
Two investor groups formed Oculus: AK-Feel (plaintiff), composed of Feeley (plaintiff, also Oculus's president and CEO) and Akel, served as managing member; NHA (defendant) served as the non-managing member. After a falling-out over control of Oculus, Feeley and Oculus sued NHA, and NHA counterclaimed against Feeley personally, seeking to pierce AK-Feel's corporate veil and hold Feeley liable for breach of fiduciary duty, loyalty, and care in managing Oculus. Feeley moved to dismiss NHA's counterclaim.
IssueFree
Whether entities and individuals who control the general or managing partner of a company owe a duty of loyalty to the company's limited or non-managing partners.