Musa Yenni and Yenni Income Opportunities Fund I, L.P. (the “Fund”), a Delaware private equity fund, achieved a sweeping trial victory in the Delaware Court of Chancery. On May 31, 2023, the Chancery Court issued a ruling in favor of Mr. Yenni and the Fund rejecting claims of fraudulent inducement and equitable estoppel, thereby confirming the Fund’s supermajority control of the Board of Managers of Steven Feller P.E., LLC (dba Feller Engineering) (www.fellerpe.com). The Chancery Court found after a two-day trial that Mr. Yenni and the Fund apprised plaintiff Braga Investment & Advisory, LLC, managed by Ricardo and Rodrigo Braga (“Braga”), about changes to Feller Engineering’s operating agreement during diligence, and that Braga knowingly made the decision to sign for itself an amended operating agreement without reading the final version. The Chancery Court found no basis for Braga’s allegations of forgery or misrepresentation. The Chancery Court further found that the Fund, with its supermajority control, properly exercised its contractual power of attorney over Braga as a silent, passive investor, to approve subsequent revisions to Feller Engineering’s operating agreement.

The litigation spanned over four years through trial. This is the second trial ruling vindicating the Fund against Braga, which had previously lost its claims regarding Feller Engineering’s asset structure and its board governance in Braga Inv. & Advisory, LLC v. Yenni Income Opportunities Fund I, L.P., 2020 WL 3042236 (Del. Ch. June 8, 2020) (Bouchard, C.).

Justin S Stern of Frigon Maher & Stern LLP and Julia B. Klein of Klein LLC represented Mr. Yenni and the Fund.

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