IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

GMF ELCM FUND L.P., GMF ELCM 

LLC, GMF ELCM REGENCY I LLC 

and GMF ELCM REGENCY II LLC,

Plaintiffs,

)

)

)

)

)

v.

)

)

)

C.A. No. 2018-0840-SG

)

ELCM HCRE GP LLC, ELCM 

SPONSOR I HOLDCO LLC, ELCM 

PARTNERS, LLC, ELCM ASSET 

MANAGER HOLDCO LLC and 

ANDREW WHITE,

)

)

)

)

)

Defendants,

v. 

EAST LAKE CAPITAL 

MANAGEMENT LLC, ELCM 

HEALTHCARE REAL ESTATE FUND 

LP, ELCM SPONSOR I LLC and GMF 

RSL BUYER LLC,

Nominal Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

MEMORANDUM OPINION

Date Submitted: June 26, 2019

Date Decided: August 7, 2019

David E. Ross and Bradley R. Aronstam, of ROSS ARONSTAM & MORITZ LLP, 

Wilmington, Delaware; OF COUNSEL: Joshua S. Amsel, Matthew R. Friedenberg, 

and Thomas G. James, of WEIL, GOTSHAL & MANGES LLP, New York, New 

York, Attorneys for Plaintiffs.
David E. Ross and Bradley R. Aronstam, of ROSS ARONSTAM & MORITZ LLP, 

Wilmington, Delaware, Attorneys for Receiver.

Andrew White, pro se.

Ryan P. Newell, Kyle Evans Gay, and Shaun Michael Kelly, of CONNOLLY 

GALLAGHER LLP, Wilmington, Delaware, Attorneys for Nominal Defendants.

GLASSCOCK, Vice Chancellor
The writerJorge Luis Borges opined that reading is a more intellectual activity

than writing.1 Readers attempting to understand the history of the progress—if 

progress is the appropriate word—of this litigation may come to the same 

conclusion. Intrepid readers of this Memorandum Opinion may attempt to master 

the organization of the several dozens of entities created by the individual 

Defendant, Andrew White, to pursue a business of investing in and operating nursing 

homes, as I have described below. Fortunately, less intrepid, perhaps wiser readers 

will quickly grasp the simple issue presented. The Plaintiffs are investors in Mr. 

White’s business. They are partners in one of the entities, ELCM Healthcare Real 

Estate Fund LP (“HCRE”). They have brought an action against Mr. White and a 

few of his related entities, alleging contractual and fiduciary breaches. They sought, 

and I granted, a preliminary receivership over HCRE, which had suffered as Mr. 

White’s business operations underwent spectacular failures. Currently before me is 

a motion to dissolve HCRE, on the ground that it can no longer operate to fulfill the 

partnership purpose. Dissolution is an extraordinary equitable remedy. It should 

not be invoked—and is never applied—lightly. However, the curious and insidious 

nature of the business’s failure, as well as the similar nature of this litigation itself, 

compel me to grant the request to dissolve HCRE. The partnership can no longer be 

 

1

Jorge Luis Borges, Collected Fictions, Preface to the First Edition, (Andrew Hurley trans., 

Penguin 1998).
2

operated to the ends intended by the parties. My rationale follows an earnest attempt 

to state the facts, below.

I. BACKGROUND

A. The Parties

Plaintiff GMF ELCM Fund L.P. is a Delaware limited partnership and a 

limited partner of Nominal Defendant HCRE.2

Plaintiff GMF ELCM LLC is a Delaware limited liability company and a 

member of Nominal Defendants ELCM Sponsor I, LLC and East Lake Capital 

Management LLC.

3

Plaintiffs GMF ELCM Regency I LLC and GMF ELCM Regency II LLC are 

both Delaware limited liability companies and members of Nominal Defendant 

GMF RSL Buyer LLC.

4

Defendant ELCM HCRE GP LLC is a Delaware limited liability company, 

and is the General Partner of HCRE.

5

Defendant ELCM Sponsor I HoldCo LLC is a Delaware limited liability 

company, and is the Managing Member of ELCM Sponsor I LLC.

6

 

2 Docket Item [hereinafter “D.I.”] 97, Am. Compl., ¶ 13.

3

Id. ¶ 14.

4

Id. ¶ 15.

5

Id. ¶ 16.

6

Id. ¶ 17.
3

Defendant ELCM Partners, LLC, a Delaware limited liability company, is the 

Managing Member of East Lake Capital Management LLC.7

Defendant ELCM Asset Manager HoldCo LLC is a Delaware limited liability 

company, and is the Managing Member of GMF RSL Buyer LLC.

8

Defendant Andrew White is the Authorized Representative of Defendants 

ELCM HCRE GP LLC and ELCM Sponsor I HoldCo LLC, and is the Manager of 

Defendants ELCM Partners, LLC and ELCM Asset Manager HoldCo LLC.9

Nominal Defendant ELCM Healthcare Real Estate Fund LP (“HCRE”) is a 

Delaware limited partnership.10

Nominal Defendant ELCM Sponsor I LLC (“Sponsor I”) is a Delaware 

limited liability company.11 

Nominal Defendant East Lake Capital Management LLC (“ELCM”) is a 

Delaware limited liability company.12

Nominal Defendant GMF RSL Buyer LLC (“RSL Buyer”) is a Delaware 

limited liability company.13

 

7

Id. ¶ 18.

8

Id. ¶ 19.

9

Id. ¶ 20.

10 Id. ¶ 21.

11 Id. ¶ 22.

12 Id. ¶ 23.

13 Id. ¶ 24.
4

B. Factual Background

1. The Business Structure

The Entity Defendants are part of a complicated jumble of entities. Scores 

more related entities exist than are named Defendants in this action. This litigation 

presented an unusual problem, in that it was difficult to render a readable 

organizational chart that contained all seventy-five related entities and Mr. White.14 

Given the sheer number of entities, it is challenging to understand—and then to 

reduce to comprehensible writing—ELCM’s structure. Nevertheless, a basic 

explanation is required here. What follows is such explanation, provided to the best 

of my ability, given the fact that throughout of the course of the litigation, I received 

very little help from Mr. White, the principal architect of this structure. 

ELCM “represents itself as a ‘private equity firm specializing in real estate 

and healthcare investments [that] actively acquire[s] companies and portfolios 

throughout the United States,’ which it owns, operates and/or leases.”15 Defendant 

Andrew White is the sole member of ELCM Partners LLC.16 ELCM Partners LLC, 

in turn, holds a roughly ninety percent interest in ELCM, with the remaining ten 

percent split evenly between an entity affiliated with the Plaintiffs and another 

unrelated entity.17 The Plaintiffs and ELCM have joint interests (whether directly 

 

14 Compare JX 659 with D.I. 205, Ex. 1.

15 D.I. 64, at 6.

16 D.I. 205, Ex. 1.

17 Id.
5

or indirectly) in a number of entities, including Nominal Defendant HCRE, the entity 

that is the subject of the Motion for Dissolution.18 

Nominal Defendant HCRE owns—albeit indirectly, through a series of 

subentities—six senior care facilities, two in Oklahoma and four in Vermont.19 

Nominal Defendant RSL Buyer (prior to December 2018) held an interest in the cash 

flows generated by leaseholds in assisted living facilities in Indiana, North Carolina, 

and Tennessee.20 These RSL Buyer-related facilities (collectively, the “NHI 

Facilities”) were owned and leased by third-party National Health Investors, Inc. 

(“NHI”).21 Nominal Defendant Sponsor I serves as the pooling vehicle for general 

partner HCRE; it is also the indirect parent of HCRE’s general partner, Defendant 

ELCM HCRE GP LLC.22 One thing is clear from the illegible organizational chart 

provided by Mr. White: ELCM resides at the top of the entities’ organizational 

chart.23 It has an interest in all of the nursing home businesses that are at issue here, 

and it indirectly controls Sponsor I—the pooling vehicle—as well.24

 

18 Id.

19 Jan. 30, 2019 Evid. Hr’g Tr., at 31:17–22, 106:21–24, 181:13–14.

20 Id. at 26:7–28:17, 31:3–6.

21 Id. at 26:7–14.

22 Feb. 14, 2019 Evid. Hr’g Tr., at 222:16–21.

23 D.I. 205, Ex. 1.

24 Id.
6

2. Other Litigation

In October 2018, NHI petitioned a federal court in Texas to appoint a receiver 

over an ELCM-related entity that was also the lessee of the NHI Facilities.25 That 

action revealed several important facts: the North Carolina regulator had suspended 

new admissions to a North Carolina facility and downgraded ELCM’s operating 

license after issuing a 166-page report that documented problematic conditions at 

the facility.26 Similar circumstances had occurred at an Indiana facility, including 

the failure to timely pay employees, invoice residents or deposit rent checks, or 

timely pay invoices.27

In November 2018, the Vermont Attorney General filed an emergency motion 

in a Vermont Court, seeking a temporary receiver over three of the Vermont 

facilities, citing similar issues as had occurred in other states: failure to timely pay 

employees, failure to invoice residents or deposit rent checks, and failure to timely 

pay for critical services.28 The Vermont court appointed a temporary receiver to 

control those three Vermont facilities on November 7, 2018.

29

 By November 14, a 

fourth facility voluntarily stipulated to enter temporary receivership, which meant 

 

25 JX 329.

26 JX 221; JX 222; JX 329, at 37–202, 221–30; Jan. 30, 2019 Hr’g Tr., at 46:18–47:8.

27 JX 329, at 26–29, 203–20.

28 JX 328; JX 336.

29 JX 328; JX 338.
7

that all Vermont facilities related to the parties here were then under receivership.30 

The receiverships have since become permanent.31

Given the above, on November 19, 2018 the Plaintiffs filed this action. Their 

Complaint asserted a derivative claim for breach of fiduciary duty, breach of contract 

claims against HCRE, Sponsor I, ELCM, and RSL Buyer, and sought declaratory 

and injunctive relief to prevent Mr. White from calling any additional capital.32 An 

Amended Complaint was filed on March 12, 2019, which added a count to seek 

judicial dissolution of HCRE.33

After the initial Complaint was filed, on November 28, 2018, the North 

Carolina regulator permanently revoked Mr. White’s license to operate the North 

Carolina facility.34 Also in that month, the Indiana regulator banned new admissions 

to the Indiana facility, suspended its license, and sought permanent of revocation of 

that license.35 The bases for the regulator’s action were, among other things,

“abdication of management by an absent owner [Mr. White],” “failure to provide 

basic food and heating needs to residents,” and “failure to cash rent checks.”36

 

30 JX 339; JX 340; see also June 10, 2019 Hr’g Tr., at 60:22–23.

31 See JX 408. 

32 D.I. 1 ¶¶ 70–102.

33 D.I. 97 ¶¶ 126–133.

34 D.I. 32, at 3, Ex. A.

35 JX 413.

36 Id. at 4–5, 25, 28. Mr. White was not responsive to the regulator’s phone calls and emails. See 

id. at 1, 34.
8

Ultimately, ELCM surrendered all of its buildings in North Carolina, Indiana, and 

Tennessee.37

On January 25, 2019, the Vermont court ordered appointment of a receiver38

over three of the Vermont facilities, finding clear and convincing evidence that 

residents faced “imminent danger of severe . . . harm,” citing food shortages, nursing 

shortages, and “remote and unresponsive management and resulting compromise of 

services.”39 After a trial on the merits, the Vermont court determined that “Mr. 

White, despite the existence of multiple LLCs, is clearly the individual decisionmaker in charge of all the decisions pertaining to the three facilities,”40 that his 

“pattern of management is to be nonresponsive to communications and needs from 

Vermont managers,”41 and that there was “no reason to believe that his patterns of 

management would be any different if operations were returned” to his control.

42

 

37 Jan. 30, 2019 Hr’g Tr., at 46:18–47:8.

38 This receivership is effectively a permanent receivership. See JX 408. The Defendants contest 

the permanency of the Vermont receivership. See D.I. 187. On January 25, the Vermont receiver 

ordered that a permanent receiver be appointed; however, it ordered that the temporary receiver 

continue to serve as an interim receiver (in the permanent receivership) pending the outcome of a 

Motion to Disqualify. See JX 408. And, as the Defendants point out, once a final order is entered, 

the parties will have the right to appeal the Vermont court’s decision to appoint a receiver. See JX 

408. Thus, it is true that the specific Vermont receiver is not fixed; however, neither the fact that 

the individual who is appointed as the receiver may change nor the fact that the court’s order may 

be appealed negates the permanency of the receivership itself.

39 JX 408, at 25–26.

40 Id. at 22.

41 Id. at 16.

42 Id. at 22.
9

The fourth Vermont facility was not initially included in the ongoing 

receivership due to insufficiency of service of the initial pleadings.43 On April 2, 

2019, however, the Vermont court denied a motion to alter or amend its January 25 

order, and on May 30 declared its intention to appoint a certain receiver over the 

four Vermont facilities.44

In addition to the North Carolina and Vermont actions, it is my understanding 

that proceedings affecting facilities in Oklahoma, Texas, New Jersey, Pennsylvania, 

Florida, and Minnesota have also been initiated.45

C. Procedural History

The relatively brief temporal history of this case has been uncommonly 

complex and adversarial. It is, I find, relevant to the dissolution question before me.

The Plaintiffs filed suit on November 11, 2018, alleging breach of fiduciary 

duties and breach of contract. Along with the Complaint, they filed a Motion to 

Expedite and a Motion to Appoint a Receiver Pendente Lite.

46

 At an initial 

scheduling teleconference on November 28, 2018, I directed the parties to confer on 

the most efficient way to proceed and to provide me with a stipulated status quo 

 

43 Id. at 23.

44 D.I. 198, Exs. 1, 2.

45 Jan. 30, 2019 Hr’g Tr., at 97:1–2, 111:1–3; Mar. 29, 2019 Hr’g Tr., at 21:2–24. I note that the 

record, at this stage in the proceedings, is relatively limited with regards to the details of each 

litigation.

46 D.I. 1.
10

order.47 The parties were unable to agree on a status quo order.48 Because of the 

Plaintiffs’ concerns about ongoing litigation in other states involving the 

Defendants, I held another teleconference on December 10, 2018, and directed the 

parties to submit an interim status quo order.49 Again, the parties were unable to 

agree on that order and instead submitted competing orders;50 the Defendants’ 

counsel noted that the parties “were hampered in resolving this final issue by [his 

counsel] having very limited access to [Mr. White] while he is involved in the 

underlying proceedings in Vermont this week.”51 Because of concerns regarding 

the litigation in Vermont, at the Plaintiffs’ request, I entered the Defendants’ Interim 

Status Quo Order on December 12, 2018.52

A hearing on the Motion to Appoint a Receiver Pendente Lite was rescheduled 

on numerous occasions between December 2018 and January 2019, and was 

ultimately held on January 30, 2019.53 The Plaintiffs filed a Motion to Compel 

Production of Documents on December 17, 2018.54 They sought discovery into the 

Defendants’ electronic documents relevant to the evidentiary hearing on the 

appointment of a receiver pendente lite—the hearing was then scheduled for 

 

47 D.I. 22.

48 See D.I. 23; D.I. 24; D.I. 25; D.I. 26.

49 See D.I. 33; D.I. 34.

50 See D.I. 36; D.I. 37.

51 D.I. 37, at 1.

52 D.I. 38.

53 See D.I. 27; D.I. 45.

54 D.I. 43.
11

December 26, 2018, but waslater rescheduled to January 25, 2019 so that the Motion 

to Compel could be heard on December 26.55 The parties resolved the Motion to 

Compel on December 24, 2018.56 On January 17, 2019, the Defendants filed a 

Motion to Stay the proceedings pending decision from a Vermont court regarding 

nursing facilities there;57 I denied the Motion to Stay on January 18, 2019.58 Also 

on that date, I rescheduled the January 25, 2019 hearing on appointing a receiver 

pendente lite to January 30, 2019 because Mr. White had developed a scheduling 

conflict on January 25.59

The Plaintiffs submitted their pre-hearing brief on January 26, 2019, and the 

Defendants filed their opposition on January 29.60 On the evening before of the 

hearing on the Motion to Appoint a Receiver Pendente Lite, then-counsel for the 

Defendants informed the Court that Mr. White would be unable to attend because he 

had been admitted to the hospital and had not been cleared to travel to Delaware; as 

such, he could not testify at the hearing on January 30.

61

 Given that the hearing had 

already been rescheduled (due, in large part, to the Defendants’ schedule and 

preferences), and given that Mr. White’s counsel was available and ready to proceed, 

 

55 D.I. 45.

56 D.I. 52.

57 D.I. 58.

58 D.I. 62.

59 Id.; D.I. 75.

60 D.I. 64; D.I. 70.

61 D.I. 71.
12

I informed the parties that the evidentiary hearing would commence without Mr. 

White. After that day’s testimony, and based on evidence generated at that hearing, 

on January 30, 2019 I ordered that an interim receiver be appointed.62 I ordered that 

when Mr. White was able to travel, the evidentiary hearing would continue, at which 

time he could testify, and that I would then consider whether a receiver should be 

appointed pendente lite.

63

 I held that, notwithstanding the interim appointment, the 

burden remained with the Plaintiffs to demonstrate cause to appoint a receiver 

pendente lite.

With the parties’ agreement, I appointed William B. Chandler III to serve as 

Interim Receiver on February 7, 2019, and ordered specifically that Mr. White 

cooperate with the Receiver, so that the Receiver could efficiently operate the 

business pending a decision on appointment pendente lite.

64

The continued evidentiary hearing was held on February 14 and 15, 2019.65 

Mr. White appeared; however, his testimony was, frankly, concerning. It was often 

rambling and distorted. Parts of the testimony were incomprehensible, and Mr. 

White needed frequent reminders to slow down and speak clearly for the court 

reporter. Based upon the record as it existed at the end of the hearing, I found it 

 

62 D.I. 72.

63 Id.; D.I. 74.

64 D.I. 79.

65 D.I. 80.
13

appropriate to maintain the interim receivership pending briefing—briefing which, 

as it turned out, never occurred.66

On February 26, 2019, the Interim Receiver, William B. Chandler III,

requested an office conference, which was held on February 28.67 At that time, the 

Receiver described his interactions with Mr. White and expressed serious concern 

about the entities’ operation.68 The Receiver detailed instances where Mr. White 

was unresponsive to the Receiver’s requests for information, and instances where 

the Receiver had been blindsided with matters needing immediate attention (but of 

which he was informed only at the last minute), such as funding payroll.69 These 

were instances where Mr. White was aware of impending exigencies, but failed to 

timely inform the Receiver.70 Mr. Chandler also detailed instances where Mr. White 

acted unprofessionally toward the Receiver.71 Mr. Chandler indicated that Mr. 

White had not yet provided him with access to the entities’ bank accounts.72 Mr. 

Chandler also requested to withdraw as receiver, because—in light of Mr. White’s 

intransigence—he could not effectively perform his duties on behalf of the 

 

66 Id.

67 D.I. 83; D.I. 85.

68 See Feb. 28, 2019 Conf. Tr.

69 Id.

70 Id.

71 Id.

72 Id.
14

businesses.

73

 Mr. White’s counsel attended the office conference, but was unable to 

explain Mr. White’s lack of cooperation to my satisfaction.74

I indicated that I would grant the Receiver’s motion to withdraw as soon as a 

successor receiver was identified.75 I also asked the Receiver to produce a list of the 

documents and information that would be necessary for a receiver to operate the 

entities successfully, and I ordered Mr. White to produce those documents by a time 

certain, once identified.76 If he did not produce them in a timely fashion, I indicated 

that I would issue a Rule to Show Cause why he should not be held in contempt.77 

Mr. Chandler filed the list of necessary items on March 1.78 I ordered Mr. White to 

produce that information by March 11, 2019.79 

Meanwhile, on March 6, 2019, the Defendants’ counsel filed a Motion to 

Withdraw their representation.80 On March 11, I ruled that the Defendants should 

find successor counsel in a timely fashion, at which point I would grant the Motion 

to Withdraw.81

 

73 D.I. 85.

74 See Feb. 28, 2019 Conf. Tr.

75 Id.

76 Id.

77 Id.

78 D.I. 88.

79 D.I. 89.

80 D.I. 90.

81 D.I. 95.
15

On March 12, 2019 the Receiver informed the Court that Mr. White had not 

complied with the Court’s Order and had not produced the information necessary 

for a receiver by March 11.82 In a letter on March 13, Mr. White represented, through 

counsel, that he had “substantially compl[ied] with the Receiver’s March 1, 2019 

Requests.”83 As later evidence indicated, this was not so, although some information 

had been produced.

Also on March 12, the Plaintiffs amended their Complaint to seek judicial 

dissolution of HCRE.

84

 At that time, a hearing on the Plaintiffs’ dissolution claim 

was scheduled for March 29, 2019. Because of Mr. White’s intent to retain new 

counsel, on March 27, 2019 I granted the parties’ stipulated scheduling order, which 

allowed the Defendants to respond to the Amended Complaint on or before April 

12, 2019—after the hearing on dissolution.85

Also on March 12, Mr. Chandler filed a Motion to Modify the Order 

Appointing Receiver Pendente Lite, to allow the Receiver to make a capital call on 

the entities’ partners, and specifically Mr. White.86 As he was still without access to 

the entities’ bank accounts, Mr. Chandler had directed Mr. White to deposit nursing 

home patients’ rent checks in a certain account, to be used by the Receiver to pay 

 

82 D.I. 99.

83 D.I. 101.

84 D.I. 97.

85 D.I. 129.

86 D.I. 96.
16

employees.87 Instead, in direct contravention of the Receiver’s directive, Mr. White 

deposited the checks into an account for one of his own entities, stating that the 

money was owed to him.88 This money was thus unavailable to the Receiver, who 

accordingly could not pay wages to the employees, as was necessary to operate the 

business.

89

 On March 13, I ordered Mr. White (via his entities) to repay the money 

he had diverted within 24 hours.90 He did not. On March 14, I again ordered Mr. 

White to repay the money he had diverted from the entities.

91

 On March 14, I gave 

the Defendants two weeks to retain successor counsel.92

On March 14, I issued a Rule to Appear and Show Cause why Mr. White 

should not be held in contempt for failure to comply with the Court’s Order to 

cooperate with the Receiver, for his failure to produce certain documents to the 

Receiver, and for his failure to turn over certain funds to the Receiver, as well as 

why he should not be sanctioned for his uncooperative efforts hindering litigation.93 

The Rule to Show Cause hearing was scheduled for March 29, 2019, at 9:30 am.94

 

87 Id.

88 Id.

89 Id.

90 D.I. 102.

91 Per the Receiver’s representation at the March 29, 2019 Rule to Show Cause hearing, Mr. White 

ultimately returned the money. See Mar. 29, 2019 Hr’g Tr., at 16:16–18.

92 D.I. 109; D.I. 111.

93 D.I. 110.

94 D.I. 112. I also scheduled argument on the appointment of a permanent receiver and judicial 

dissolution for that day. I have continued consideration of those motions, to allow Mr. White to 

participate. See id.
17

On March 19, the Plaintiffs filed a second Motion to Compel, seeking an order 

compelling Mr. White to make himself available for depositions in advance of the 

March 29 hearing.95 By letter of March 20, I informed the parties that given my 

understanding of the March 29 hearing—that it would address the factual record 

already created at the previous evidentiary hearings—there would be no need for 

additional depositions.96 Based on supplemental letters filed by both parties, it 

appears as though there was a misunderstanding between the Court, Plaintiffs’ 

counsel, Defendants’ counsel, and Mr. White regarding the scope of the March 29 

hearing.97

Regardless, Mr. White failed to appear at the Rule to Show Cause hearing on 

March 29, 2019.98 The Receiver and the Plaintiffs’ counsel did appear.99 The 

Plaintiffs’ counsel shared with the Court an email from Mr. White, sent less than an 

hour before the hearing was to start, indicating that Mr. White would not be able to 

appear because he was ill and unable to travel.100 The Receiver then gave an 

extensive presentation, informing me that the funds misdirected by Mr. White had 

 

95 D.I. 117.

96 D.I. 120.

97 D.I. 121; D.I. 123; D.I. 124.

98 D.I. 130; see also Mar. 29, 2019 Hr’g Tr.

99 Mar. 29, 2019 Hr’g Tr. Because the two weeks allocated to Mr. White to obtain successor 

counsel had passed, on March 29, 2019 I granted his counsel’s Motion to Withdraw. D.I. 133. 

Since that time, the majority of the Defendant entities (that is, ELCM HCRE GP LLC, ELCM 

Sponsor I Holdco LLC, and ELCM Asset Management Holdco LLC) have been unrepresented by 

counsel.

100 D.I. 121, at Court Ex. A.
18

been made available to the Receiver, and that some information and documents, 

which, per earlier Orders, Mr. White was supposed to have produced, had been made 

available to him, but that others had not.101 He described the extensive efforts 

required of the Receiver’s staff to preserve the business, which could have been 

avoided had Mr. White timely complied with this Court’s Orders.102 

The email sent by Mr. White to the Receiver and the Plaintiffs’ counsel was 

not filed by Mr. White; however, I entered it into the record as a Court exhibit.103 In 

the email, Mr. White explained that he was ill and unable to travel, but not why he 

did not request a continuance of the hearing before the Plaintiffs’ counsel and the 

Receiver and his staff had prepared for the hearing and traveled to Georgetown. In 

an Order entered on March 29, I directed Mr. White to file a written explanation with 

the Court for his failure to appear at the March 29 hearing, including a physician’s 

affidavit advising that Mr. White was prohibited from traveling to the hearing (and 

the date and time the physician so advised Mr. White).104 This was to be completed 

by April 1, 2019, at 5:00 p.m. EDT.105 Mr. White did not comply with that Order. 

He did not provide the Court with any further explanation as to why he was unable 

to travel or why he was unable to give the parties notice that he would not appear at 

 

101 Mar. 29, 2019 Hr’g Tr.

102 Id. The Interim Receiver also described another instance where payroll was delayed because

Mr. White had attempted to covertly issue an $80,000 bonus to an employee. Id. at 18:19–19:22. 

103 D.I. 121, at Court Ex. A.

104 D.I. 132.

105 Id.
19

the March 29 hearing. He did send an email (via an employee) to the Receiver at 

5:08 p.m. on April 1, asking that I be informed that he would provide such 

information to the Court at a future time. To this date, Mr. White has not provided 

the Court with the requested physician’s affidavit.

On April 4, 2019, I issued a Letter Opinion holding Mr. White in civil 

contempt for failing to appear at the Rule to Show Cause, for his continued lack of 

cooperation with the Interim Receiver, and for his continued noncompliance with 

this Court’s orders.106 I ordered him to pay the Plaintiffs’ reasonable attorneys’ fees 

and expenses incurred in connection with attending the March 29 hearing, as well as 

the Receiver’s fees and expenses incurred as a result of Mr. White’s uncooperative 

behavior.107

Also at the March 29 hearing, the Plaintiffs’ counsel detailed the difficulties 

they experienced finding a successor interim receiver, given the specialized nature 

of the Defendants’ business and exacerbated by Mr. White’s lack of cooperation 

with Mr. Chandler. I indicated that I would entertain granting Mr. Chandler’s 

request to withdraw and entering GMF Ventures LLC as the successor interim 

receiver, given the difficulty finding a qualified successor receiver.

108

 I asked the 

 

106 2019 WL 1501553. I originally issued the Letter Opinion on April 3, 2019; however, I 

withdrew and reissued it on April 4, 2019, to make a minor addition; no substantive change was 

made. D.I. 137.

107 Id.

108 Mar. 29, 2019 Hr’g Tr., at 37:9–21.
20

Plaintiffs to submit a proposed order to that effect by April 1, 2019, and to provide 

that proposed order to Mr. White for his review.109 I ordered Mr. White to respond 

by 5:00 p.m. EDT on April 2, 2019.110 He did not. With no response from Mr. 

White, on April 15, 2019, I granted the order replacing Mr. Chandler with GMF 

Ventures LLC as interim receiver.111

Also on March 29, I ordered Mr. White to respond to the Plaintiffs’ Brief in 

Support of Their Motion for Dissolution by 5:00 p.m. EDT on April 8, 2019, so that 

the Motion could be decided on the papers.112 He did not respond by that deadline. 

Mr. White filed a letter on April 9, 2019, requesting that I direct the entities 

under receivership to pay his attorney’s fees.113 That same day, Mr. Chandler (still, 

at that time, the Interim Receiver) filed a response, explaining why such payment

was unwarranted.114

On April 19, 2019, Ross Aronstam & Moritz LLP entered its appearance on 

behalf of the successor Interim Receiver, GMF Ventures LLC, and filed an 

Emergency Motion to Amend the Receiver Order.115 The Interim Receiver sought 

to amend the Receiver Order to permit the Receiver to “terminate the management 

 

109 Id. 

110 D.I. 132. 

111 D.I. 142.

112 Id.

113 D.I. 138.

114 D.I. 139.

115 D.I. 144; D.I. 145.
21

agreement(s) under which Defendant Andrew White and/or his affiliated entities are 

designated as the ‘manager’ of any of the Nominal Defendants and/or their 

subsidiaries.”116 April 19 was a court holiday; accordingly, on the morning of 

Monday, April 22, 2019, I scheduled an emergency teleconference for noon that day 

and provided notice to the parties.117 At that teleconference, I granted the Interim 

Receiver’s Motion.118 Mr. White did not appear; however, he did inform the 

Register in Chancery by email at 12:01 p.m.—that is, shortly after the time the 

teleconference was scheduled to begin—that he was unable to attend.119 

Accordingly, I ordered Mr. White to explain why he did not attend and gave him an 

opportunity to challenge the Interim Receiver’s request to amend the Receiver 

Order, within two weeks (by May 6, 2019).120 He did not respond. 

On April 29, 2019, the Interim Receiver filed a letter, explaining that it was 

in the process of retaining Ryan Newell, Esquire of Connolly Gallagher LLP to 

represent the four Nominal Defendants.121 On May 1, 2019, I wrote a letter to the 

parties, explaining that in light of the Nominal Defendants’ retention of counsel, 

such counsel would have the opportunity to reply to the Motion for Dissolution by 

 

116 D.I. 145, at 1–2.

117 D.I. 146.

118 D.I. 149.

119 See Apr. 22, 2019 Teleconf. Tr.

120 D.I. 149; see also Apr. 22, 2019 Teleconf. Tr. 

121 D.I. 153.
22

May 8, 2019, at which point I would consider the matter submitted on the papers.122 

On May 2, 2019, Connolly Gallagher LLP entered its appearance on behalf of the 

Nominal Defendants.123 On May 8, 2019, the Nominal Defendants joined the 

Plaintiffs’ Motion for Dissolution.124

On April 10, 2019, former Receiver Mr. Chandler filed a letter, with 

supporting evidence and an affidavit, detailing the fees incurred as a result of Mr. 

White’s uncooperative behavior and his failure to appear at the March 29 hearing, 

as requested in my April 4 Letter Opinion.125 On April 26, 2019, the Plaintiffs filed 

a letter, with supporting affidavits, detailing the fees incurred as a result of Mr. 

White’s failure to appear at the March 29 hearing, as requested in my April 4 Letter 

Opinion.126 On May 1, 2019, I sent Mr. White those two letters and requested that 

Mr. White respond by May 13, 2019; I noted that if he did not respond, I would 

consider the fees as requested in the letters unopposed.127 He did not respond. 

Accordingly, on May 14, 2019, I ordered Mr. White to pay $199,218.91 of the 

receiver’s fees incurred as result of Mr. White’s uncooperative behavior and his 

failure to appear at the March 29, 2019 hearing, and $112,970.50 of the Plaintiffs’

 

122 D.I. 156.

123 D.I. 157.

124 D.I. 162.

125 D.I. 140.

126 D.I. 150.

127 D.I. 154.
23

fees and expenses incurred as a result of Mr. White’s failure to appear at the March 

29 hearing.128

Mr. White did attempt to file a letter—the contents of which remain unknown 

to me—by faxing it to the Register in Chancery on or about May 9, 2019. The 

Register in Chancery was unable to add the letter to the docket for several reasons: 

first, because Mr. White had not followed proper filing procedures; and second, 

because Mr. White had not followed proper notice procedures.129 The Register in 

Chancery explained this in a letter to Mr. White on May 9, 2019.130 The Plaintiffs 

filed a response to Mr. White’s letter on May 10, 2019; however, because I cannot 

consider Mr. White’s letter, I also do not consider the Plaintiffs’ response.131

On May 7, 2019, the Interim Receiver filed a Motion for Civil Contempt.132 

It explained that “GMF Ventures’ limited time as Interim Receiver has been marred 

by many of the same issues that hampered the efforts of the predecessor Interim 

Receiver, William B. Chandler III.”133 It accused Mr. White of providing false 

information to the Interim Receiver, as well as refusing to provide information at 

all.134 Because of Mr. White’s repeated failures to comply with this Court’s orders, 

 

128 D.I. 168.

129 D.I. 164.

130 Id.

131 D.I. 166.

132 D.I. 159.

133 Id. at ¶ 1.

134 See generally id. 
24

the Interim Receiver requested that I issue a bench warrant for Mr. White’s arrest.135 

It also requested that I decide the Motion for Dissolution as quickly as possible.136 

On May 8, 2019, I requested Mr. White to respond, in writing, by May 22, 2019.137 

On May 22, 2019, Mr. White (and his entity, ELCM Ventures, LLC) retained 

counsel, Evan O. Williford, Esquire and Andrew J. Huber, Esquire of The Williford 

Firm LLC.138 Shortly thereafter, counsel placed a telephone call to the Court, in 

which Mr. Williford requested an extension of the May 22, 2019 deadline so that he 

could respond on Mr. White’s behalf.139 I denied the Motion, and memorialized our 

conversation in a letter to counsel.140 I informed Mr. Williford that if no response 

was received by the May 22 deadline—that is, by the end of the day—I would issue 

a Rule to Show Cause, and at that time, Mr. Williford would have the opportunity to 

raise the same arguments he would have made in opposition to the Motion for Civil 

Contempt.141

No responsive pleading having been filed by the May 22 deadline, on May 

23, 2019 I issued a Rule to Show Cause, ordering Mr. White to appear and show 

 

135 Id. at ¶ 9.

136 Id. at ¶ 10.

137 D.I. 163.

138 D.I. 174.

139 D.I. 176.

140 Id.

141 Id.
25

cause why he should not be found in contempt for failing to abide by the Court’s 

orders, returnable on June 10, 2019 at 1:30 p.m.142 

On May 29, 2019, Defendants Andrew White and ELCM Partners, LLC 

moved to dismiss the Amended Complaint. That motion was untimely by more than 

six weeks under the parties’ stipulated scheduling order. The Defendants have not 

attempted to explain or justify this untimely filing, nor does the Motion even 

acknowledge that fact.143

On June 5, 2019, counsel for the Interim Receiver filed a letter concerning the 

June 10, 2019 hearing.144 Per the Receiver, Mr. White had not yet paid any of the 

fees for which he is responsible under my May 14, 2019 Order. He also had not 

indicated when he would do so; Mr. Williford informed the Plaintiffs’ counsel that 

“Mr. White is considering the matter.”145 Accordingly, the Receiver requested that, 

at the June 10 hearing, I obtain an explanation from Mr. White regarding his failure 

to comply and issue an order setting a firm deadline for payment and detailing the 

consequences of noncompliance.146

On June 9, 2019—the eve of the Rule to Show Cause hearing—counsel for 

Mr. White filed a written response to the Rule. In it, Mr. White avers that he has 

 

142 D.I. 177. 

143 D.I. 179.

144 D.I. 181.

145 Id.

146 Id.
26

“cooperated with reasonable requests” and is not in violation of any court order, so 

therefore coercive sanctions are inappropriate.147 

Also on June 9, 2019, the day before supplemental oral argument on the 

dissolution issue, counsel for Mr. White and ELCM Partners, LLC filed an untimely

answering brief in opposition to the Plaintiffs’ Motion for Dissolution.148 In their 

submission, the Defendants contend that the Plaintiffs effectively seek summary 

judgment, and so the summary judgment standard should apply to the dissolution 

request; they further argue that dissolution is not warranted and that further 

discovery is necessary.149 The brief was submitted without seeking leave of the court 

to file an untimely answering brief to the Motion for Dissolution, an opportunity Mr. 

White had long since waived. Again, Mr. White did not so much as acknowledge 

that the brief was filed over two months after the court-imposed deadline for 

response of April 8, 2019.150

On June 10, 2019, the Rule to Appear and Show Cause why Mr. White should 

not be held in contempt was held at 1:30 p.m., a time reserved as well for

supplemental argument on the dissolution issue. Mr. White did not appear at 1:30 

p.m., although his counsel made a timely appearance. He did, however, arrive at the 

 

147 D.I. 182.

148 D.I. 183.

149 Id.

150 Id.
27

hearing later.151 The parties made arguments pertaining to dissolution, and 

subsequently, Mr. White testified regarding the subject of the Rule to Show Cause.152 

I ordered various items be provided to the Interim Receiver—such as bank account

access, which had been a problem for the Receivers since February and has been the 

subject of numerous orders.153 I also ordered that Mr. White pay the amount he owed 

under my May 14, 2019 Order by June 21, 2019. I tasked the parties with crafting—

before they left the Courthouse—letters from Mr. White to relevant financial 

institutions that would provide the Interim Receiver with access to the entities’ bank 

accounts, and recessed the hearing.

154

 The resulting negotiations over this 

seemingly-simple matter lasted several hours, and I was twice called upon to clarify 

my instructions to the parties. Finally, the parties agreed to an appropriate form of 

letters; however, upon signing those letters, Mr. White made additional alterations. 

After my intervention, Mr. White ultimately signed the letters, and the hearing 

adjourned at 6:50 p.m.155

 

151 Mr. White represented that flights from Texas had been delayed due to inclement weather the 

day before, an odd representation in light of his flight to Sussex County by private jet. June 10, 

2019 Hr’g Tr., at 106:9–15.

152 See generally id.

153 Specifically, I ordered that by 5:00 p.m. EDT on June 11, Mr. White must call Wells Fargo and 

Chase Bank, where the entities had accounts, by June 11, 2019 to ensure the Receiver had access 

to those accounts; that he inform the receiver where certain storage lockers were located by June 

11, 2019; and that he provide an organizational chart to the receiver. See id. at 114:5–6; 119:23–

120:1; 122:6–8.

154 See id.

155 D.I. 186.
28

On June 13, 2019, counsel for the Receiver notified the Court that Mr. White 

had not provided the Receiver with access to the entities’ bank accounts, as he was 

required to have done by June 11 under my June 10 bench order.156 Specifically, 

Mr. White had failed to provide the Receiver with the necessary bank account 

numbers. In response, I held a conference by phone on June 14, 2019 at 4:00 p.m. 

By the time we convened, counsel for the Receiver informed the Court that, after the 

notice was filed and shortly before the conference, Mr. White had provided the 

requisite information and access.

157

 At the conference, counsel for Mr. White 

informed the Court that Mr. White had driven “almost four hours to Houston, in the 

middle of the night last night, so that he could be at [the bank’s] location when it 

opened and obtain [the] account number.”158 Because White had provided the 

Receiver access to the bank accounts, I declined to hold Mr. White in contempt, 

based in part on his counsel’s representation that it was not sufficiently clear from 

my previous order that Mr. White was required by a time certain to provide the 

Receiver with account numbers.159 With regard to the post-hearing briefing, I 

ordered the Plaintiffs to submit their briefing by June 19, 2019, and the Defendants 

 

156 D.I. 188.

157 See June 14, 2019 Teleconf. Tr., at 3:23–4:1.

158 Id. at 8:6–11.

159 Id. at 11:24–12:4.
29

to submit theirs by June 26, 2019—a schedule to which the parties had already 

agreed.160

On June 19, 2019, the Plaintiffs submitted their comprehensive statement of 

facts.161 On Friday June 21, 2019—the day Mr. White was required to have paid the 

amount he owed under my May 14 order by 5:00 p.m.—I received a letter from Mr. 

White’s counsel at 3:15 p.m. informing me that Mr. White had been admitted to the 

hospital on June 19 and that counsel had been unable to reach him.162 As a result, 

counsel requested that I extend Mr. White’s deadline for payment from June 21 until 

June 28 and extend the deadline to submit post-trial briefing from June 26 to July 

8.163 I held a teleconference to address the requested extensions the following 

Monday, June 26, 2019.164 According to Mr. White’s counsel, he had been admitted 

to the hospital, and his parlous condition rendered him incapable of assisting his 

counsel, presumably even to the extent of writing a check to comply with this Court’s 

order, resulting in his counsels’ requests for extensions of deadlines.

165

 At any rate, 

I conditionally granted the extensions, provided that by June 27, Mr. White submit 

a physician’s affidavit stating that Mr. White’s condition, either mental or physical, 

 

160 Id. at 14:9–21.

161 D.I. 198.

162 D.I. 201.

163 Id.

164 D.I. 203.

165 See generally June 27, 2019 Teleconf. Tr.
30

prevented him from executing payment by the deadline and prevented him from 

participating with his attorneys so they could prepare post-trial briefing.166

On June 26, 2019, counsel for Mr. White and ELCM Partners submitted posttrial briefing, at which point I considered the issue of dissolution submitted.167

 

Counsel did not utilize the conditional deadline extension for that submission.

Mr. White did not provide a physician’s affidavit by June 27, 2019. 

Accordingly, on June 28, 2019, the Plaintiffs filed a letter requesting sanctions for 

Mr. White’s noncompliance; they pointed out that Mr. White was required to make 

sanctions payments to the Receiver by June 21, and that I had extended the deadline 

to June 28 if and only if he provided a physician’s affidavit by June 27.168 Mr. White 

did not provide an affidavit, and so he had not complied with the Court’s deadline.

I held a teleconference to address Mr. White’s nonpayment on June 28, 2019. 

Unbeknownst to me until he began to speak, Mr. White chose to attend the 

teleconference in order to read a statement into the record. In his statement, Mr. 

White accused his Delaware counsel of lying to the court in the teleconference of 

three days prior, as well as misrepresenting Mr. White’s positions on several other 

occasions.169 According to Mr. White, he had always been unable to comply with

 

166 Id. at 16:2–17:2.

167 D.I. 205. 

168 D.I. 209.

169 June 28, 2019 Teleconf. Tr., at 6:2–8:6.
31

the sanctions order for financial reasons, although he had not previously so informed 

me.170 He had not been admitted to the hospital and was at all times able to cooperate 

with his counsel; the representations to the contrary by Mr. Williford were inaccurate

confabulations on counsel’s part.171 I declined the Plaintiffs’ renewed request to 

incarcerate Mr. White as a civil contempt sanction, and I informed the parties that I 

would enter an order in the form of a judgment regarding the sanctions payments.172 

I entered that order on July 2, 2019.

173

In the evening hours of July 1, 2019, Mr. Williford filed a Motion for Leave 

to Withdraw as counsel to Defendants Andrew White and ELCM Partners, LLC. 

The Motion stated that Mr. Williford had been discharged by his client, effective as 

of 5:00 p.m. on July 1, 2019.174 I held a teleconference to address Mr. Williford’s 

request on July 2, 2019.175 I provided the Defendants until close of business the next 

day, July 3, to retain Delaware counsel; otherwise, I would grant Mr. Williford’s 

request to withdraw, at which point outside counsel’s admission to practice pro hac 

vice would be revoked176 and Mr. White would once again have to proceed pro se.

 

170 Id. at 9:14–19.

171 See id. at 7:22–8:6. I need not resolve factual issues here, but I feel called upon to say that both 

my personal experience with Mr. Williford, as well as Mr. Williford’s reputation in the Bar, render

Mr. White’s allegations wholly incredible to me.

172 See id.

173 D.I. 214.

174 D.I. 215.

175 D.I. 217.

176 This is not a reflection on outside counsel, but is in conformity with the requirement that 

Delaware litigants retain Delaware counsel.
32

The Defendants did not retain Delaware counsel by that time. Accordingly, on July 

5, 2019, I granted the Motion to Withdraw and revoked outside counsel’s admission 

pro hac vice.

177

 At this time, Mr. White is, once again, proceeding pro se.

178

II. ANALYSIS

A. Legal Standard

HCRE, the entity for which the Plaintiffs seek judicial dissolution, is a limited 

partnership. Section 17-802 of the Delaware Code provides that “[o]n application 

by or for a partner the Court of Chancery may decree dissolution of a limited 

partnership whenever it is not reasonably practicable to carry on the purpose of the 

business in conformity with the partnership agreement.”179 As this Court has noted, 

this does not require a finding that the business of the partnership has become 

impossible.180 “In evaluating whether to dissolve a partnership pursuant to § 17-

802, courts must determine the business of the partnership and the general partner’s 

ability to achieve that purpose in conformity with the partnership agreement.”181 

Under Section 17-802 and the analogous LLC dissolution statute, Section 18-802,182

 

177 D.I. 220.

178 The entity Defendants are not represented by counsel.

179 6 Del. C. § 17-802.

180 See PC Tower Ctr., Inc. v. Tower Ctr. Dev. Assocs. Ltd. P’ship, 1989 WL 63901, at *6 (Del. 

Ch. June 8, 1989).

181 Cincinnati Bell Cell. Sys. v. Ameritech Mobile Phone Serv., 1996 WL 506906, at *5 (Del. Ch. 

Sept. 3, 1996).

182 See In re Silver Leaf, LLC, 2005 WL 2045641, at *10 (Del. Ch. Aug. 18, 2005) (“Without much 

case law applying [the LLC statute, 6 Del. C. 18-802], the court looks by analogy to the dissolution 

statute for limited partnerships, 6 Del. C. § 17-802, which contains essentially the same wording

as the LLC statute.”).
33

the Court of Chancery has ordered dissolution in instances of deadlock

183 and where 

the entity’s purpose could no longer be achieved.

184

B. Judicial Dissolution is Warranted

HCRE’s Limited Partnership Agreement (“LPA”) defines the entity’s purpose 

as: 

(a) making real estate and real estate-related investments related to 

senior housing . . . and skilled nursing throughout the United States and 

Canada, including investments acquired with the intention of 

converting an investment to a senior housing or skilled nursing 

investment, (b) managing, supervising, renovating, repositioning, 

developing, redeveloping, holding for investment and otherwise 

dealing with and disposing of such investments and (c) engaging in 

other such activities related, incidental or ancillary thereto as the 

General Partner deems necessary, advisable or appropriate.185

In other words, HCRE’s business is investing in and operating nursing homes. 

Mr. White and his entities have been stripped of their right to operate nursing homes 

in various states, such as Vermont and North Carolina. The four homes in Vermont 

have been placed under permanent receivership due to Mr. White’s deficiencies in 

operating the facilities. The facilities in North Carolina, Tennessee, and Indiana 

were relinquished to NHI’s control.186 What remains of the operations side of 

HCRE’s business—namely, the facilities in Oklahoma—is under the direction of a 

 

183 See id. at *11; see also Haley v. Talcott, 864 A.2d 86, 89 (Del. Ch. 2004).

184 See PC Tower Ctr., Inc., 1989 WL 63901, at *6.

185 JX 332 § 1.3.

186 Jan. 30, 2019 Hr’g Tr., at 46:18–47:8.
34

receiver appointed by this Court.187 I appointed the first interim receiver after I 

determined following a hearing that Mr. White was unlikely to be able to adequately 

manage that business. The evidence showed that he had engaged in manifestly 

unsatisfactory practices: not invoicing patients, for example, and not cashing

residents’ checks for rent and services, which led to an episodic inability to pay staff 

or buy food for patients, as reflected by the evidence in this court and before the 

North Carolina regulators and the Vermont court. It also was clear to me, based on 

his own testimony, that Mr. White, as principal of the general partner, was unlikely 

to be able to operate these businesses in his current state of health, in light of his 

record testimony and his serial inability to attend (or his evasion of) proceedings in 

this Court. Moreover, Mr. White is, I find, manifestly unwilling to assist others in

conducting the business of the partnership, as demonstrated by his unwillingness to 

assist either Interim Receiver in that regard. As described above, even with a 

receiver in place, the business is in jeopardy, due to Mr. White’s failure to cooperate. 

My conclusion that Mr. White is unwilling or unable to conduct this business has 

only been reinforced by his actions in contempt of this Court thereafter.

The first receiver, William B. Chandler III, was forced to resign as Mr. 

White’s obstructionism exacerbated the Partnership’s problems. Mr. White has 

 

187 The Vermont facilities also remain an asset of HCRE; as discussed above, they are under a 

permanent receivership implemented by a Vermont court.
35

obstructed the current Receiver’s ability to operate in an efficient and appropriate 

manner, as well. Thus, the portion of the Partnership business devoted to operating 

nursing facilities has been frustrated, and is no longer reasonably practical to 

continue.

The other portion of the business encompassed by the Partnership Agreement, 

investment in and acquisition of new facilities, is also no longer practical to pursue. 

The record reflects that the myriad litigations are a significant drain on the 

Partnership’s resources; the Partnership’s equity in the Oklahoma nursing homes is 

one of its few remaining assets.188 Mr. White himself has represented that his 

businesses have no value.189 Thus, the Partnership is not in a financial position to 

undertake further acquisitions. Even that portion of the investment side of the 

business that consists of pursuit of litigation assets has been hindered by Mr. White’s 

refusal to cooperate with the Receivers.

190 As discussed above, the former Interim 

Receiver, Mr. Chandler, repeatedly asked for documents and information related to

the entities, but Mr. White failed to provide all of that material.191 He refused to 

cooperate with the Receivers in a number of other ways as well, including by 

 

188 See Mar. 29, 2019 Hr’g Tr., at 26:6–29:15.

189 June 10, 2019 Hr’g Tr., at 20:10–21; June 10, 2019 Hr’g, PX 7.

190 Mar. 29, 2019 Hr’g Tr., at 9:18–23:24.

191 Id.
36

depositing the facilities’ rent checks into his personal entities’ account and stymying 

payroll procedures.192

In other words, the only viable portion of HCRE’s business is the Oklahoma

nursing homes,

193 and it is not practical for the Receiver to operate those nursing 

homes, due to the Receiver’s inability to obtain Mr. White’s cooperation. The 

general partner and its principal show no ability to resume operation of this remnant 

of the business that still exists, nor do they show an ability to invest in additional 

enterprises. The business, therefore, must be liquidated to preserve what value 

remains. In other words, the operation of the business is stymied, and absent 

liquidation, its remaining value is at risk.

Entities associated with the current Receiver, I expect, may be among the 

bidders for assets of HCRE. Accordingly, it is appropriate to appoint a third-party 

final receiver to oversee the liquidation of HCRE. The parties should consult 

promptly and provide for a successor receiver.

III. CONCLUSION

For the foregoing reasons, the Plaintiffs’ petition for dissolution is granted. 

IT IS SO ORDERED.

 

192 Id.

193 I note that while the Vermont facilities may also be viable portions of the business, they are 

subject to the receivership implemented by the Vermont Court and they are also encumbered. Mar. 

29, 2019 Hr’g Tr., at 28:8–9.