COURT OF CHANCERY 

OF THE 

STATE OF DELAWARE

JOSEPH R. SLIGHTS III

VICE CHANCELLOR

417 S. State Street

Dover, Delaware 19901

Telephone: (302) 739-4397

Facsimile: (302) 739-6179

Date Submitted: February 15, 2019

Date Decided: March 6, 2019

William R. Firth, III, Esquire Michael L. Vild, Esquire

CKR LAW, LLP Cross & Simon, LLC

1000 N. West Street 1105 North Market Street

Suite 1200 Suite 901

Wilmington, DE 19801 Wilmington, DE 19801

Re: Tratado de Libre Commercio, LLC v. Splitcast Technology, LLC

C.A. No. 2019-0014-JRS

Dear Counsel:

I have reviewed Plaintiffs/Petitioners’ (“Plaintiffs”) Motion to Perfect Service 

and Defendants/Respondents’ (“Defendants”) separate correspondence on service. 

After reviewing these submissions, I am satisfied that Plaintiffs have not yet 

perfected service of process on the dissolved entity, Splitcast Technology LLC 

(“Splitcast”). Plaintiffs may, however, perfect service upon Splitcast by publication 

and certified mail as explained below. Upon perfection of service, I will consider 
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 2

an application to appoint a trustee for Splitcast for the purpose of defending this 

action.

In their Complaint, Plaintiffs seek to: (a) nullify the certificate of cancellation 

of Splitcast, a Delaware limited liability company that allegedly caused damages to 

Plaintiffs; (b) return assets to Splitcast so that the assets can be used to satisfy 

Plaintiffs’ claim against Splitcast; and (c) appoint either Hugo Neira, Felipe 

Arredondo or another member of Splitcast as a trustee for Splitcast for the purpose 

of defending Plaintiffs’ claims against it, including, as necessary or proper, broad 

power to “do all other acts which might be done by the [LLC], if in being, that may 

be necessary for the final settlement of unfinished business of the [LLC].”1

According to Defendants, Splitcast was properly dissolved in October 2015 

and cannot, therefore, be served with process through traditional means available for 

service upon a viable legal entity. I agree. The entity no longer has a registered 

agent or active senior officers upon whom personal service could be perfected. 

Nevertheless, for reasons explained below, I am satisfied that service may be 

 

1 Compl. ¶ 1. 
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 3

perfected upon Splitcast by publication and certified mail under Court of Chancery 

Rule 4(d)(7).

This court previously has determined thatservice of process can be made upon 

a defunct corporation under Chancery Rule 4(d)(7) and 8 Del. C. § 279

(“Section 279”).

2

 While decided in the context of efforts to serve a corporation, 

Krafft is persuasive authority in the alternative entity context given the lack of onpoint authority in that space.3 Having reviewed 6 Del. C. § 18-805 (“Section 18-

805”), I am satisfied that, like Section 279, Section 18-805 authorizes service to be 

made on a dissolved limited liability company. The question is how to perfect such 

service. In this case, Plaintiffs have sent notice of the suit by regular mail to counsel 

 

2

In re Krafft-Murphy Co., Inc., 2011 WL 5420808, at *3–4 (Del. Ch. Nov. 9, 2011). 

See Ct. Ch. R. 4(d)(7) (“An order directing another or an additional mode of service of a 

summons in a special case may be made by the Court.”); 8 Del. C. § 279 (“When any 

corporation organized under this chapter shall be dissolved in any manner whatever, the 

Court of Chancery, on application of any . . . person who shows good cause therefor, at 

any time, may appoint 1 or more of the directors of the corporation to be trustees . . . with 

power to prosecute and defend, in the name of the corporation . . . all such suits as may be 

necessary or proper for the purposes aforesaid.”).

3 Matthew v. Laudamiel, 2012 WL 605589, at *21–22 (Del. Ch. Nov. 1, 2011) (“Since the 

wording and context of these two statutory provisions are essentially identical, authorities 

interpreting § 279 are persuasive when interpreting § 18-805.”).
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 4

for the former members of Splitcast. In my view, more is required to perfect service 

of process on the dissolved entity.4 

In Krafft, the Court found that Chancery Rule 4(d)(7) and Section 279

authorize the Court to fashion a method to perfect service on a dissolved corporation 

that was a necessary party to litigation even though the three-year statutory winding 

up period had expired.

5

 The court ordered that, to perfect service, the petitioners 

were required to publish notice in newspapers published in Delaware and Virginia 

(the residence of the dissolved entity’s former senior officers) and provide additional 

written notice to an attorney associated with the respondent corporation.6 A similar 

approach is justified here. 

 

4

In re Krafft-Murphy Co., Inc., 2011 WL 5420808, at *3 (“Although [counsel] admittedly 

is authorized to accept service on behalf of the Company for tort claims . . . Respondent 

denies ever having made him a general agent for service of process on it or authorizing him 

to accept service in this action, which does not involve a tort claim”).

5

Id.

6

Id. at *3–4, 10–12; see also Mathias v. Angola Neck Park Property Owners Assoc., Inc., 

2014 WL 6478844, at *2 (Del. Ch. Nov. 20, 2014) (holding that service of process may be 

perfected on a dissolved corporation by publishing notice of the complaint and petition in 

a Delaware newspaper for three consecutive weeks and by mailing notice to each property 

owner previously associated with the dissolved entity as well as the Sussex County 

Council).
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 5

As noted, Plaintiffs seek an order nullifying the certificate of cancellation of 

Splitcast and an order directing that the members return assets to the entity so that it 

can satisfy obligations allegedly owed to Plaintiffs. Given these claims, Splitcast is 

a necessary party to this litigation. The entity is fully dissolved and well past its 

winding up period. Accordingly, it is necessary for the Court to invoke its broad 

authority under Rule 4(d)(7) to “direct another or additional . . . mode of service” to 

accommodate this “special case.”7 With this in mind, service of process upon 

Splitcast shall be effected as follows: (1) Plaintiffs shall publish notice of this action 

in a widely-circulated Delaware newspaper daily for two consecutive weeks8;

(2) Plaintiffs shall mail copies of the summons, verified complaint/petition and this 

letter by certified mail to both Defendants/Respondents Hugo Neira and Felipe 

Arredondo, as former senior officers of Splitcast, at their last known addresses, 

including Chilean addresses, and separately to their counsel9; and (3) Plaintiffs’ 

 

7 Ct. Ch. R. 4(d)(7).

8 Pursuant to Chancery Rule 4(d)(7), the first condition is fashioned after 10 Del. C.

§ 3111(b).

9 Pursuant to Chancery Rule 4(d)(7), the second condition is fashioned after Chancery 

Rule 4(da) Service by Publication, which pertains to compelling appearance pursuant to 
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 6

counsel shall file an affidavit of compliance with the Court outlining the steps taken 

to comply with the Court’s directions and attaching the service documents as 

exhibits. 

As for the timing of Plaintiffs’ petition to appoint a trustee, Section 18-805 

provides that on application of any creditor, member, or any other person showing 

good cause “at any time,” the Court of Chancery may appoint a trustee if it is 

necessary to settle the canceled limited liability company’s unfinished business.10 

I agree with Plaintiffs that, contrary to Defendants’ position, the fact Splitcast has 

been dissolved for more than three years does not change the application of 

Section 18-805. “Any time” means just that; the application may be filed at any 

time. Moreover, even if I was inclined to be guided by a statutory winding-up 

window when assessing the timeliness of a petition to appoint a trustee, I note that 

the Delaware Limited Liability Company Act does not contain a three-year wind up 

 

10 Del. C. § 365, but offers guidance on service by certified mail to a defendant’s address 

outside Delaware. 

10 6 Del. C. § 18-805.
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 7

provision comparable to 8 Del. C. § 278.

11

 Thus, I see no basis to apply that temporal 

limitation here, particularly in this procedural context. 

Notwithstanding that parties with good cause may petition the Court to 

appoint a trustee at any time, the petition may not be considered by the Court until 

service has been perfected upon the dissolved entity.12 Plaintiffs must also be 

mindful of Chancery Rule 150, which prohibits a nonresident from serving as the 

“sole receiver”13 for a corporation, association, or partnership.14 Consistent with 

Rule 150, if Plaintiffs’ proposed trustee is a nonresident of Delaware, Plaintiffs shall 

propose a member of the Delaware bar to serve as co-trustee with the proposed 

 

11 Id.

12 Mathias, 2014 WL 6478844, at *1–2 (explaining that plaintiffs were entitled to petition 

the Court to appoint a receiver, but that perfection of service on the defunct corporation 

was a separate procedural requirement, which could only be satisfied by publication and 

mail, not through service upon a proposed receiver). 

13 Ct. Ch. R. 150 (“No person shall be appointed sole receiver who does not at the time of 

appointment reside in the State of Delaware”). 

14 Ct. Ch. R. 148 (“Rules 149 to 168 shall apply to all cases in which receivers are appointed 

for any person, partnership, association or corporation, existing or dissolved, and in all 

cases in which trustees are appointed for a dissolved corporation, whether such 

receivers or trustees are appointed pursuant to a statute of the State of Delaware or pursuant 

to the inherent authority of the Court”) (emphasis supplied). 
William R. Firth, III, Esquire

Michael L. Vild, Esquire

March 6, 2019

Page 8

nonresident. Alternatively, Plaintiffs should explain to the Court why Rule 150 

should be waived in this circumstance.15 Plaintiffs shall amend their Petition for 

Appointment of Trustee pursuant to Section 18-805 to reflect the constraints of 

Rule 150 and identify specifically the proposed trustee(s). The Court is not inclined 

to select which of the former Splitcast managing members should be appointed as 

trustee. 

Based on the foregoing, Plaintiffs’ Motion to Perfect Service is DENIED. 

Plaintiffs shall follow the directions set forth herein to perfect service upon the 

dissolve entity.

IT IS SO ORDERED.

Very truly yours,

/s/ Joseph R. Slights III

 

15 See, e.g., Recker v. Ou, 2014 WL 2042431, at *1 (Del. Ch. May 16, 2014) (holding that 

Chancery Court Rule 150 required plaintiff to propose a member of the Delaware bar to 

serve as co-receiver with the proposed nonresident receiver or to persuade the Court to 

waive Rule 150).