SUPERIOR COURT OF THE STATE OF DELAWARE PAUL R. WALLACE LEONARD L. WILLIAMS JUSTICE CENTER JUDGE 500 N. KING STREET, SUITE 10400 WILMINGTON, DELAWARE 19801 (302) 255-0660 Date Submitted: February 10, 2023 Date Decided: February 16, 2023 Travis S. Hunter, Esquire Anthony M. Saccullo, Esquire Nathalie A. Freeman, Esquire Thomas H. Kovach, Esquire RICHARDS, LAYTON & FINGER, P.A. A.M. SACCULLO LEGAL, LLC 920 North King Street 27 Crimson King Drive Wilmington, Delaware 19801 Bear, Delaware 19701 RE: Wen Fei Shen v. Herman Li and Herbert Li C.A. No. N22C-10-274 PRW Defendants’ Motion to Dismiss Plaintiff’s Complaint Dear Counsel: This Letter Order resolves Defendants Herman Li and Hebert Li’s Motion to Dismiss Plaintiff Wen Fei Shin’s Complaint. I. BACKGROUND Ms. Shen entered into an investment agreement (the “Investment Agreement”) with C&L Hartford, LLC, a Delaware LLC.1 Through that Investment Agreement, Ms. Shen purchased equity in C&L Hartford in three installments. 2 At the end of the Investment Agreement’s life—which was five years from the date a 1 Compl., Ex. A (“Investment Agreement”) at 1, Oct. 10, 2022 (D.I. 1). 2 Id. § 5. Wen Fei Shen v. Herman Li and Herbert Li C.A. No. N22C-10-274 PRW February 16, 2023 Page 2 of 13 certain immigration petition was approved by the United States Citizenship and Immigration Services—the Company was obligated to repurchase Ms. Shen’s shares.3 Upon entering into the Investment Agreement, Ms. Shen also executed two guaranty agreements.4 The first was between Ms. Shen and five individuals: Defendant Herman Li, Defendant Herbert Li, and three non-parties (the “Personal Guaranty”).5 The second was between Ms. Shen and two LLCs: C&L Diners, LLC, and Pacific Restaurant, LLC (the “LLC Guaranty”).6 Those guaranties were entered into to ensure Ms. Shen would receive the money owed to her as part of the Investment Agreement’s share repurchase obligation.7 On February 24, 2019, the Investment Agreement terminated and 14 days later C&L Hartford was required to repurchase Ms. Shen’s shares. 8 C&L Hartford didn’t.9 And so Ms. Shen brought an action in California against C&L Diners, LLC, 3 Id. § 6. 4 Compl. ¶ 3; id., Ex. B (“Personal Guaranty”), id., Ex. C (“LLC Guaranty”). 5 Personal Guaranty at 3. 6 LLC Guaranty at 3. 7 Compl. ¶ 3; Personal Guaranty at 3; LLC Guaranty at 3. 8 Compl. ¶ 2. 9 Id. ¶ 5. Wen Fei Shen v. Herman Li and Herbert Li C.A. No. N22C-10-274 PRW February 16, 2023 Page 3 of 13 and Pacific Restaurant, LLC, under the LLC Guaranty.10 The California court found in Ms. Shen’s favor, but she was unable to recover due to the two LLCs bankruptcy filing. On October 10, 2022, Ms. Shen filed suit in this Court against two individual investors—Herman Li and Herbert Li—seeking to recover the money owed to her from the share repurchase obligation via the Personal Guaranty.11 II. APPLICABLE LEGAL STANDARDS “Under Superior Court Civil Rule 12(b)(6), the legal issue to be decided is, whether a plaintiff may recover under any reasonably conceivable set of circumstances …
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