Reference no: EM131660681

Question: Limited Liability Companies. A "Certificate of Formation" (CF) for Grupo Dos Chiles, LLC, was filed with the Delaware secretary of state in February 2000, naming Jamie Rivera as the "initial member." The next month, Jamie's mother, Yolanda Martinez, and Alfred Shriver, who had a personal relationship with Martinez at the time, signed an "LLC Agreement" for Grupo, naming themselves "managing partners." Grupo's business was the operation of Dancing Peppers Cantina, a restaurant in Alexandria, Virginia. Identifying themselves as Grupo's owners, Shriver and Martinez borrowed funds from Advanceme, Inc., a restaurant lender. In June 2003, Grupo lost its LLC status in Delaware for failing to pay state taxes, and by the end of July, Martinez and Shriver had ended their relationship. Shriver filed a suit in a Virginia state court against Martinez to wind up Grupo's affairs. Meanwhile, without consulting Shriver, Martinez paid Grupo's back taxes. Shriver filed a suit in a Delaware state court against Martinez, asking the court to dissolve the firm. What effect did the LLC Agreement have on the CF? Did Martinez's unilateral act reestablish Grupo's LLC status? Should the Delaware court grant Shriver's request? Why or why not? [In re Grupo Dos Chiles, LLC, __ A.2d __ (Del.Ch. 2006)]