Intertrust GCN, LP v. Interstate General Media, LLC
Intertrust GCN, LP v. Interstate General Media, LLC
Opinion of the Court
ORDER
AND NOW, this 21st day of March, 2014, the Emergency Application for Extraordinary Relief Pursuant to Pa.R.A.P. 3309, 42 Pa.C.S. § 726 and Kings Beneh Power is hereby DENIED.
Dissenting Opinion
dissenting.
Because I would grant the application for extraordinary relief sought by petitioners Intertrust GCN, L.P. and H.F. Len-fest, requesting that we exercise either our extraordinary jurisdiction or our King’s
These dissolution proceedings were filed by petitioners in the Philadelphia Court of Common Pleas on January 2, 2014, one day before dissolution proceedings were filed in the Delaware Court of Chancery by intervenor General American Holdings, Inc.
First, the trial judge below erred in interpreting Delaware’s statute regarding the authority of the Court of Chancery over dissolution matters such as this one as conferring “exclusive” subject matter jurisdiction upon the Delaware courts. The applicable Delaware statute actually states: “On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.” 6 Del. C. § 18-802. In my view, petitioners have made a more than colorable showing that the provision does not purport to vest exclusive jurisdiction in the Delaware courts as against any other proper forum, such as the Pennsylvania courts, but instead simply confers upon the Delaware Court of Chancery discretionary authority to decree dissolution of an LLC in appropriate circumstances. See Haley
Moreover, although IGM’s LLC agreement mandates that Delaware law governs the substance of disputes, the parties did not select Delaware state courts as the exclusive forum for disposing of those disputes, although they certainly could have done so in the first instance. I have strong reservations against accepting the notion that a Delaware statute which merely speaks to the discretionary power of the Court of Chancery to order dissolution operates to deny Pennsylvania the power to render justice in a case, properly brought within its borders, seeking a similar remedy. It would be one thing if the trial court dismissed the matter in an exercise of discretion, or for some other prudential reason founded in law; but dismissal based upon a misapprehension of Pennsylvania’s judicial power is quite another matter. In my respectful view, this is the sort of issue warranting exercise of the Court’s extraordinary jurisdiction.
In my view, the trial court’s broad holding that Pennsylvania courts lack subject matter jurisdiction to adjudicate the dissolution and liquidation of a foreign LLC whose operations, offices, and assets are all in Pennsylvania, and which operates the main media in Pennsylvania’s largest city, is of immediate public importance such that this Court should exercise plenary review. See 42 Pa.C.S. § 726 (Supreme Court may assume plenary jurisdiction of any matter involving issue of immediate public importance pending before any court at any stage in order to “cause right and justice to be done”). See also Cunliffe v. Consumers’ Ass’n of America, 280 Pa. 263, 124 A. 501, 503 (1924) (affirming order to appoint receiver and liquidate Delaware corporation’s assets; Pennsylvania court has general jurisdiction over foreign corporations doing business in Pennsylvania, particularly where all assets are located in Pennsylvania). Hence, I respectfully dissent.
Justice STEVENS joins this dissenting statement.
. Petitioner Intertrust and intervenor-respon-dent General American Holdings are IGM’s two Managing Members, and petitioner Len-fest is IGM’s Chairman of the Board.
. Petitioners also sought relief in the Superior Court of Pennsylvania. The Superior Court docket indicates that it has scheduled expedited briefing, but, in any event, this Court may assert plenary jurisdiction over any matter pending in any Pennsylvania court at any stage of the proceedings. 42 Pa.C.S. § 726.
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