Document: Vichi v. Koninklijke Philips Electronics N.V., C.A. No. 2578-VCP, Parsons, V.C. (Del. Ch. Dec. 1, 2009)

This action involved a dispute over a loan between a Netherlands holding company and plaintiff.  Defendants moved to dismiss on several grounds, including lack of personal jurisdiction as to certain defendants, forum non-conveniens, and failure to state a claim, and to stay in favor of a Netherland’s proceeding involving the bankruptcy of the joint venture established in connection with the loan.  In granting certain of the motions to dismiss for lack of personal jurisdiction, the Court found that it could not exercise jurisdiction over one of the individual defendants under Section 18-109 of the Delaware LLC Act since he did not participate materially in the management of the LLC, and the claims against such defendant did not relate to the business of the subject LLC.  The Court also dismissed certain fiduciary duty claims by the plaintiff creditor since such claims were direct and Delaware law precludes direct claims by creditors of an LLC for breach of fiduciary duty.