Shoma Coral Gables, LLC v. Gables Investment Holdings, LLC
An LLC member won a $10 million jury verdict for reliance damages against its co-member for breaching an operating agreement by unilaterally shutting down a condominium project, but the trial court vacated the verdict post-trial on the ground that the claim was derivative rather than direct. The Third DCA reversed, holding that under Delaware's Tooley test Shoma stated a direct claim because the operating agreement conferred independent contractual rights of joint management and control over affiliate transactions personally on the member, and Shoma sought only its own reliance damages.
Key facts
- Shoma Coral Gables, LLC, an LLC member, obtained a $10 million jury verdict for reliance damages against its co-member, Gables Investment Holdings, LLC, alleging breach of an operating agreement by unilaterally shutting down a condominium project.
- The trial court vacated the jury verdict post-trial, ruling that Shoma's claim was derivative rather than direct and therefore could not proceed against an individual member.
- +2 more key facts with a free trial
Why it matters
This is a useful roadmap for Florida practitioners litigating Delaware LLC disputes in Florida courts: it applies Tooley/Brookfield to hold that bargained-for member management rights create direct claims, and expressly… — full analysis with a trial
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