A Delaware court has dismissed a lawsuit filed by Mario Kranjac against his sister, Daniella Kranjac, regarding the management of their limited liability company, Dynamk Fund Advisors LLC. The court ruled that Mario did not have the necessary approval from the majority of the company’s members to initiate the lawsuit, which sought to dissolve the company due to alleged deadlock in management. This ruling emphasizes the importance of internal governance structures in LLCs and the necessity of adhering to them when pursuing legal action.
The case, In re: Dynamk Fund Advisors LLC, was filed in the Court of Chancery of Delaware under docket number C.A. No. 2026-0002-JTL. The ruling was made on May 20, 2026, by Vice Chancellor J. Travis Laster. This decision is significant as it highlights how internal agreements can dictate the ability of members to pursue litigation, even in cases of perceived deadlock.
The dispute arose between siblings Mario and Daniella Kranjac, who co-manage Dynamk Fund Advisors LLC, a venture capital firm they founded in 2015. Mario filed the lawsuit claiming that he and Daniella were deadlocked in their roles as managers, making it impractical for the company to operate. He invoked Section 18-802 of the Delaware Limited Liability Company Act, which allows for dissolution under such circumstances. However, the company contended that Mario could not initiate litigation without obtaining approval from a majority of the members, as stipulated in the company’s operating agreement.
The operating agreement included an “Antisuit Provision,” which required majority approval for any litigation involving the company. The court found that Mario did not secure this approval before filing his lawsuit, leading to the dismissal of his claims. The ruling emphasized that the Antisuit Provision was designed to prevent one member from unilaterally pursuing legal action that could affect the company without the consent of the majority.
The court's decision also considered a prior arbitration ruling that had addressed similar issues between the siblings. In that arbitration, it was determined that Mario had no unilateral authority to make management decisions on behalf of the company without majority approval. This finding was crucial in the court's ruling, as it established that there was no deadlock in management since Daniella effectively held the authority to manage the company.
In the ruling, Vice Chancellor Laster stated, "The motion to dismiss is granted," reinforcing the notion that internal governance rules must be respected and followed. The court concluded that Mario's claims for dissolution were not valid due to his lack of managerial authority and the absence of a deadlock.
The impact of this ruling extends beyond the Kranjac siblings, as it underscores the importance of adhering to governance structures laid out in LLC agreements. It serves as a reminder to all LLC members that internal rules regarding decision-making and litigation must be followed to avoid disputes that can lead to costly legal battles.
Going forward, this ruling may influence how similar disputes are handled in Delaware and potentially set a precedent for the enforcement of Antisuit Provisions in LLC agreements. Members of LLCs should take note of the necessity to obtain required approvals before pursuing litigation to ensure they do not face dismissal of their claims.
As for what’s next, it remains unclear if Mario intends to appeal the court's decision. The court filing did not indicate any related cases pending at this time. However, the ruling has effectively closed the door on Mario's current claims against his sister and the company.