Olson v. Halvorsen
Delaware Court of Chancery
2009 WL 1317148
Hedge fund co-founders Olson (plaintiff), Halvorsen, and Ott (defendants) orally agreed at their 1999 founding meeting that a departing founder would receive only accrued compensation and capital account balance, not a share of overall firm value, and this arrangement was written into the signed partnership and operating agreements for three of the four Viking entities. Olson later proposed a fourth entity, Founders LLC, to provide departing founders an additional earnout, but Halvorsen and Ott never signed or expressly agreed to that arrangement; after Olson was dismissed in 2005 and paid per the original terms, he sued demanding the additional Founders earnout as well.
Whether a limited partnership agreement or LLC operating agreement may alter the default rule entitling a withdrawing partner or member to the fair value of their equity interest.