PITTSBURGH — Two founding members and directors are suing Agrimed Investors LLC, a company that grows and processes marijuana for medicinal purposes, seeking action for declaratory judgment.
Stanley Sears and Wilfrid Derby filed a complaint on Jan. 4 in the Allegheny County Court of Common Pleas against Agrimed Investors LLC, alleging claims including that the Delaware firm used a capitalization table that contained a manifest error to compute the requisite votes necessary to amend the operating agreement.
According to the complaint, Sears and Derby challenge the accuracy of Agrimed's capitalization table and the March 16, 2018 amendments to the Amended and Restated LLC agreement of Agrimed Investors LLC dated August 3, 2017 that have resulted in the loss of specific rights to which the plaintiffs were entitled in such operating agreement as founding members of Agrimed. Furthermore, the defendant allegedly declined to respond to several requests by and on behalf of Sears for information and documents to which he is entitled.
The plaintiffs hold Agrimed Investors LLC responsible because Agrimed allegedly was obliged to follow applicable procedures to which it was legally subject for the issuance of voting shares, and to follow the provisions of the applicable operating agreement for any amendments thereto, that it reportedly failed to follow in breaching a covenant of good faith.
The plaintiffs request a trial by jury and seek judgment declaring that defendant has breached a covenant of good faith; that the March 16, 2018 amendments to the operating agreement are invalid; that defendant's current application table exhibits manifest error; and that the plaintiffs are entitled to indemnification from Agrimed for bringing this suit under the facts and circumstances articulated in the suit. They are represented by Vincent Coppola of Pribanic & Pribanic in Pittsburgh.
The Allegheny Court of Common Pleas Case No. is GD-19-000143.