R&R Capital, LLC v. Buck & Doe Run Valley Farms, LLC

The Russet brothers' New York entities (plaintiffs) were members of seven Delaware LLCs (the Waiver Entities) whose identical operating agreements expressly waived each member's right to seek judicial dissolution, and were not members at all of two other Delaware LLCs (the Pandora Entities, also defendants), all managed exclusively by Linda Merritt. After the relationship between the Russets and Merritt deteriorated, the New York Entities petitioned to dissolve or appoint a receiver over all nine LLCs, alleging fraud and lost formation certificates; the Pandora Entities moved to dismiss for lack of standing, and the Waiver Entities moved to dismiss based on the contractual waiver.