Transcent Management Consulting, LLC v. BouriAnnotate this Case
Trascent Management Consulting, LLC hired a top executive, George Bouri, giving him part ownership, naming him Managing Principal, and naming him as a member of the Board of Managers of Trascent with responsibility for human resources, IT, and finance. Bouri occupied these positions for about sixteen months. When Trascent terminated Bouri and sued him, for among other things, violating his employment agreement, Bouri sought advancement to defend himself in accordance with the plain language of both his employment agreement and Trascent’s LLC agreement. Belatedly in the process of defending Bouri’s motion for summary judgment, Trascent argued that the same employment contract on which many of its claims against Bouri were premised was induced by fraud and that Bouri could not receive advancement because the employment agreement was thereby invalid (and presumably that he would not have become a member of Trascent’s board, and thus be entitled to advancement, under the LLC agreement absent that contract). The Court of Chancery rejected that defense to advancement, relying on the plain language of the agreements, which required that advancement be provided until a court made a final, nonappealable determination that indemnification was not required, and on the summary nature of the proceedings under 6 Del. C. sec. 18-108 (the LLC analogue to 8 Del. C. sec. 145). Trascent appealed, arguing the Court of Chancery erred in that ruling. Finding no reversible error after its review, the Delaware Supreme Court affirmed the Court of Chancery's judgment.