XRI Investment Holdings LLC v. Holifield
Annotate this Case
The Court of Chancery held Gregory Holifield violated an agreement by forming GH Blue Holdings, LLC (Blue) as a single-member LLC and then transferring all of his Class B units in XRI Investment Holdings, LLC (XRI), of which he was a co-founder and member, to Blue (the Blue Transfer) was void while the law required this result, it was contrary to the equities of the case.
The LLC agreement that governed XRI's internal affairs (the LLC agreement) contained a provision generally prohibiting members from transferring their member interests (the No Transfer Provision) and that any such transfer is void. XRI asserted that the Blue Transfer was void ab initio and never became effective, and Holifield responded that XRI's claim was barred by the equitable defense of acquiescence. The Court of Chancery agreed with Holifield, holding Holifield satisfied all of the requirements to prove the defense of acquiescence. In this decision, the Court set out rationale to support an approach to the issue that does not currently reflect Delaware law and ordered the parties to submit a final order as to form.
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.