Merinoff v. Empire Merchants, LLCAnnotate this Case
Plaintiffs brought this action to obtain advancement of legal fees to which they were allegedly entitled pursuant to an LLC agreement of Empire Merchants, LLC. Plaintiffs were defendants in a separate action brought by Empire in the United State District Court of the Eastern District of New York. Empire filed a motion to dismiss this action under Court of Chancery Rule 12(b)(3) for improper venue and Court of Chancery Rule 12(b)(6) for failure to state a claim. The Court of Chancery granted the motion to dismiss, holding that Plaintiffs’ complaint must be dismissed under Rule 12(b)(3) for improper venue based on the clear and unambiguous language of the forum selection provision contained in the LLC agreement.