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rpsquad · 2 years

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Sil Slenderman rushed through the forest at the behest of the voice in his mind, all but screaming for him to hurry. The smell of smoke in the air made him wary, but he was more powerful than a forest fire by now, so he continued on.

Finally, Slenderman cleared the treeline. Across the river that ran in front of him was, as they went, a rather large grouping of human structures. Most of them seemed to have caught ablaze in a strange purplish fire, the source of the smoke he’d smelled before. The humans were running about, mostly between the river and the fire in a futile attempt to extinguish the flames. Slenderman could already tell that between the height of the flames and their unusual purple tint, there was no hope that they would extinguish them.

A small groan, so quiet that it was only Slenderman's much superior hearing that caught it, came from the bank of the river. He walked forward to see a woman with long, silky black hair heaving herself up onto the riverbank with one arm, the other clutched around her middle. She had horns, likely marking her as a demon, and she was dressed in all black. When she looked up at Slenderman, he noticed that like him, her sclera were black instead of white.

She was most certainly the one he had been sent to find, and judging by her labored breaths and the way she refused to move her arm to help herself up, she needed medical attention.

“Are going to continue to stare, or will you help me up, fae king?” The woman asked, and Slenderman blinked. He hadn’t realized he had been standing there for so long.

Slowly, Slenderman bent down and offered an arm up to the woman, “Apologies,” he said, once she was on solid ground, “I hadn’t realized.” Slenderman paused, unsure of what else to say. The shadows whispered no suggestions, so Slenderman wordlessly motioned for the woman to follow him as he led the way back into the forest.

The two walked in silence for a while. Slenderman did not hear the woman’s feet get caught once, despite walking in a dense forest at night. Most likely she had the same ability to see in darkness as himself, though the nearly milky quality to her eyes and the scarring around them suggested that her vision was most likely a more complicated case than his.

“How much farther must we walk, fae king?” The woman asked from behind him. Si Slenderman felt his nose scrunch in response to the title. He was no king of the fairy folk, and the Unseelie Court paid him no respect due to his Seelie heritage.

“Not much further yet.” Slenderman responded. He could feel the entrance to his realm, they would be there soon, “And I am the king of the forest, not of any fair folk.”

The women let out a breath tinged with the idea of the laugh, “As you say then, forest king.”

—

Slenderman pushed the door to his (one of many) guest room open slowly, a tray balanced in his other hand. He saw that the woman was already awake, sat in an armchair and checking over the bandages she had insisted on wrapping herself before she went to sleep.

She looked up as he entered, eyes sharper than should have been possible before she relaxed into the chair again, “Hello. Am I to assume that’s breakfast for me?”

Slenderman nodded as he set down the tray on the low table and sat down in the opposing chair, “It is. I’ve heard the enhanced healing of proxies can be draining on the body, so I thought you might need it.” He paused, sneaking a glance at the woman’s abdomen. It was covered only in bandages, but there was no way of visually assessing the progress, “How are you?”

“Fine.” The woman replied shortly, leaning forward to pick at whatever Silv Slenderman's realm had summoned for food. It had been a long time since he participated in any meals or feasts, and it seemed the general cuisine had changed once again in that time. The woman looked up at him as he was lost in thought, eyes trailing over the table, “Is there something you need of me, or are you simply sitting there because you have nothing else that requires your attention?”

Slenderman blinked and looked up for a moment before looking down again, “Yes, sorry. I simply wanted to ask you a few questions.” He paused, shifting slightly in his seat, “I can leave you to eat your breakfast in peace afterwards, if you wish.”

The woman nodded, “Ask your questions then, forest king.”

“First,” Slenderman began, ignoring the way the title grated on his ears, “I wish to know your name. I did not learn it last night.”

“Lady Viola Leila Pazavor is my full title.” Viola said with the nearest thing to a smile Slenderman had seen on her so far. Her eyes seemed to shine with a cutting sort of pride, the same kind Slenderman recognized in the eyes of his fellows who looked down on the more mortal races and laughed, “And what are you called now, forest king?”

(Silvi-)

Slenderman breathed in, despite not needing the air, “You may call me Slenderman.” He said simply, falling back into the fair folk’s custom of wording with names.

(Powerful creatures have been known to steal the names of the unsuspecting. What happens when the shadows replace your name instead?)

Viola nodded, “An appropriate name, given what I know of you.” She picked up a grape from her plate and popped it in her mouth, “Is there anything else you wish to ask of me, Slenderman?”

“Yes. I would like to know the details of the mission which was the reason for the fire I witnessed and your current injury.” Slenderman said, eyes rising to meet Viola’s. Her irises were clearly purple, though the chase was dulled by the milky sheen over her eyes. She seemed to still track movement as well as any other able-sighted being as far as Slenderman could see, though her eyes did seem somewhat duller in the light of morning. Odd, considering Slenderman’s vision in the dark was equal to the light.

Viola raised an eyebrow, “I do not report to you, Slenderman, king or not.” Her hand reached out and began to trail over her food, but Viola’s gaze stayed steady on Slenderman, “Beyond which, I have been informed that you would… not appreciate many of the details of my work, and I would not want our first meeting as fellow proxies to be ruined by such things. If you must know, you should ask our Lord, it knows all.”

Slenderman sighed. (At the edge of his awareness, he thought he heard the faintest of auditory distortions sound in time with his irritation) “Despite that, I must insist that you inform me of all that mission entailed. I am the protector of the forests. In order to fulfill such a role, I must be informed in the happenings of my forests.”

Viola seemed to study Slenderman for a moment, then let out a quiet huff, “As you wish it then, Slenderman.” There seemed to be a small smirk playing at the corners of her mouth, “Though do not blame me if I was correct in my assessment.”

“As is the case with many of my missions, it began when our Lord contacted me.” Viola began, voice falling into a smoother tone, “I was instructed to go to the small settlement you saw. My primary purpose while there was to destroy it, as they had begun to worship an old Operator which opposes our Lord. However, as with many of my missions, I was also to capture and toture one, or possibly two, humans while I was there.” Slenderman swallowed back his surprise and horror. He had known that misery helped to sustain it, but to hear talk of torture in such an even and slightly bored tone of voice was another matter entirely, “To destroy a group of wooden buildings is no trouble for one such as myself, so I made to achieve the secondary goal first. However, a complication arose when a man saw me dragging his wife away to torture. I was forced to engage him. It seemed to me that he was the local hero or something of the like, because he managed to injure me before I could kill him. Due to this, I started the fire earlier than intended. In the process I was seen and I retreated to the river before another human could engage me. That is when you arrived.” Viola paused, allowing Slenderman to absorb the information for a moment before she continued, “I presume you remember the rest of the events of last night. Have you any other inquiries, Slenderman?”

Slenderman paused before answering, allowing his many conflicting thoughts to organize themselves before he spoke rashly. Viola’s complete lack of emotion towards any of the events she described, as well as the implications she made, showed her to be unsettling in a way that even the shadows in his mind did not quite achieve, in large part due to the relative normalcy of her and her appearance. Nonetheless, Sil Slenderman should not have felt anything resembling fear towards her. Viola was only a proxy and a demon, Slenderman had been an Operator since his creation. There was nothing about her to fear.

(What does an unchanging god fear more than an example of drastic change for what they might become?)

“No, that was all.” Slenderman lied, standing from his chair as he spoke, “If you have any need of me, I will be in my office down this hallway. Otherwise, you may go as you please.” He made his way to the door, turning back to face Viola once more before he left, “If you would excuse me.”

—

Slenderman let out a soft sigh of relief as he felt Viola past the border between his realm and the mortal. Once again, his mansion in the woods was empty, save himself. On any other occasion, that might have been a fact which displeased Slenderman, but Viola’s presence had been disturbing in a way Silvi Slenderman did not often face.

He would have to wait for a more suitable candidate, should he wish for companionship. Or perhaps that was a futile dream, as so many seem to be. At the very least, Slenderman would always have the trees to stand beside and the shadows at his fingertips.

#happy birthday ella #as requested: viola #personally i think it would be really funny #if this happened like #right before the madelinexslender story #honestly i finished this weeks ago #i dont even remember most of it lol #oh well #im scheduling this to post because im bored #and avoiding the other thing #but yk #anyways #i hope you enjoyed #slenderman #creepypasta #oc #ooc #viola #cambrie wrote this

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ericfruits · 5 years

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Court Rejects Attorney's "Post Hoc Rationalization"

The Delaware Court of Chancery gets more than its share of human and corporate drama as reflected in this recent opinion.

The matter arose in the wake of the fiery death in a car accident of a 30-year-old who had recently pled guilty to a Ponzi scheme and was awaiting sentencing.

The Los Angeles Times reported

The former head of a San Diego County hemp oil business died in a fiery car crash Sunday, just weeks before he was to be sentenced in federal court for his role in a Ponzi scheme that cost victims more than $10 million, according to coroner’s officials and court records.

Michael Llamas, 33, was driving a 2016 Lamborghini at “excessive speeds” along Harbor Drive near downtown San Diego shortly before 2 a.m. Sunday when he lost control of the vehicle, according to a statement released by the San Diego County medical examiner’s office.

The vehicle slammed into a curb, a palm tree and an “ornamental anchor” before bursting into flames, the medical examiner’s office said. Llamas was pronounced dead inside the vehicle. A female passenger was ejected from the vehicle; the extent of her injuries was not clear.

The passenger's death was confirmed by the Baltimore Sun

His passenger, a Tijuana model named Stephanie Rivera, was also drunk at the time of the crash, according to her autopsy report. She was ejected in the crash and died of her injuries two days later.

Llamas, of San Diego, founded Medical Marijuana Inc. in 2009. The firm has claimed that it may be the first in the cannabis industry to find a legal loophole allowing it to sell CBD — cannabidiol — products online and ship worldwide.

He served as CEO of the company until he stepped down in 2012 after being indicted in a mortgage fraud case. He was a month away from being sentenced when the crash happened.

Llamas was also involved in four local civil cases involving an assortment of marijuana- and hemp-related businesses.

For some, death creates opportunity

Before his death on November 5, 2017, Michael Llamas owned a 90% member interest in Stone Ash, LLC (the “Company”), and he served as one of its two managers. Defendant Stuart Titus owned the other 10% member interest and served as its other manager. When Michael died, his status as a member terminated, and the economic rights associated with his interest passed to his estate.1 Michael’s status as a manager likewise terminated. Titus was left as the sole member and sole manager of the Company.

The Company owned a large block of stock in Medical Marijuana, Inc., an Oregon corporation that is a development-stage, penny-stock issuer involved in cannabis-related businesses. Its shares trade over the counter under the symbol “MJNA,” which this decision uses to refer to the issuer. Through his positions with the Company, Michael managed MJNA’s operations, despite not having any formal position with that entity.

Michael’s death left Titus in control of the Company and, through it, MJNA. Enter James Arabia, one of Michael’s advisors. After learning of Michael’s death, Arabia moved quickly to assert control over the Company. He did so by advising Titus to appoint defendants John Huemoeller and Timothy Scott as additional managers, explaining that they could support Titus and that Michael would have wanted it that way. Huemoeller and Scott are beholden to Arabia, and adding them would give Arabia control over the Company at the manager level. Moreover, under the terms of the Company’s then-operative LLC agreement (the “Original LLC Agreement”), Huemoeller and Scott could remove Titus as a manager, thereby consolidating Arabia’s control.

Titus followed Arabia’s advice. On November 7, 2017, two days after Michael’s death, Titus executed a written consent that appointed Huemoeller and Scott as additional managers (the “November 7 Consent”). Only after signing the November 7 Consent did Titus become concerned about its implications. He reached out to Stephen Silverman, a lawyer who had represented the Company. After meeting with Silverman, Titus understood that he had handed over control to Arabia. He was shocked and dismayed, and he asked Silverman to fix the problem he had created.

Meanwhile, members of the Llamas family learned about Arabia’s coup. A flurry of communications and meetings ensued. On November 13, 2017, Titus and Silverman met with the plaintiffs: Steven Llamas, Michael’s father, and Jeffrey Llamas, Michael’s brother. Titus executed a new LLC agreement for the Company (the “Amended LLC Agreement”). Among other things, it established a board of managers with a maximum of three members. In three locations, it described Titus as the sole member and manager of the Company. The description was inaccurate, because no one ever took action to remove Huemoeller or Scott.

During the same meeting, Titus executed a written consent that purported to appoint Titus, Steven, and Jeffrey as members of the board of managers (the “November 13 Consent”). But it did not first remove any of the incumbent managers. Several days later, Titus told Arabia about the Amended LLC Agreement and the November 13 Consent. Arabia convinced Titus to return to the fold. On November 20, 2017, Titus executed another LLC agreement for the Company (the “Final LLC Agreement”). On November 21, 2017, Titus executed a written consent that purported tonremove Steven and Jeffrey and replace them with Huemoeller and Scott (the “November 21 Consent”).

In this lawsuit, Steven and Jeffrey contend that they were properly appointed as managers but never properly removed. Although they do not dispute the effectiveness of the Final LLC Agreement, they contend that the November 21 Consent is invalid along with all of the actions that the board of managers subsequently took.

In response to this lawsuit, the defendants have raised an array of arguments and defenses, one of which is dispositive. Assuming for the purposes of analysis that Titus validly adopted the Amended LLC Agreement (which the defendants otherwise contest), the defendants correctly point out that Titus never removed the incumbent managers.

This post-trial decision holds that the November 13 Consent did not appoint Steven and Jeffrey to the board of managers. Once adopted, the Amended LLC Agreement limited the size of the board to three managers. With Titus, Huemoeller, and Scott occupying those seats, there were no vacancies to fill. The November 13 Consent therefore provides no basis to challenge any actions that the managers of the Company subsequently took. Since November 7, 2017, the Company’s managers have been Titus, Huemoeller, and Scott.

The court had to sift through the mess

All of the witnesses had some type of credibility issue, and many had several. The members of the Llamas family, the named defendants, and Arabia had personal interests in the outcome of the case and strong feelings about each other. Titus was a particularly unreliable witness who repeatedly changed his story and offered dubious interpretations of contemporaneous documents. Arabia, Huemoeller, and Scott were confident witnesses, but they had the air of confidence men. They seemed only to be telling part of the story. Steven and Jeffrey were generally credible, but they had the least first-hand knowledge about significant events, and Jeffrey had some unconvincing memory lapses. Silverman and Priscilla Vilchis, Michael’s girlfriend when he died, testified by deposition. Their accounts were mixed: Some portions seemed credible, others exaggerated, and still others undermined by conspicuous failures of memory.

After signing away control, Titus talked to the company's outside counsel

During the meeting, Silverman explained the implications of appointing Huemoeller and Scott, including that they could outvote Titus on the Executive Committee and remove him as a manager. Id. at 7–8; Titus Tr. 201–02. Until his meeting with Silverman, Titus thought that Huemoeller and Scott were serving as business advisors; he did not realize they could outvote him, much less fire him. Titus asked Silverman to “undo” what he had done and “fix it.”43

Silverman agreed to look into it. After the meeting, Titus sent Silverman an email that attached a copy of the November 7 Consent. See JX 33. In the body of the email, Titus offered a confused and unpersuasive rationalization about why he did not believe he had done anything meaningful by signing it, positing that it related to a different entity. See id. Titus also sent Silverman the Original LLC Agreement.

They met the next day

On the morning of Monday, November 13, 2017, Titus met with Silverman and Vilchis for breakfast at the Fairmont Grand Del Mar. Jeffrey joined the meeting partway through. Titus was shocked and upset that he had signed the November 7 Consent and worried about the implications of turning over control of the Company to Arabia. The group discussed reconvening that evening at Jeffrey’s house.

After the meeting, Silverman asked a Delaware attorney for an informal reaction to Titus’s suggestion that the November 7 Consent related to a different entity. See JX 46. Not surprisingly, Titus’s rationalization did not pan out.

Silverman had a first-year associate prepare drafts of what became the Amended LLC Agreement and the November 13 Consent. JX 47; see Silverman Dep. 122. Silverman made a few changes to the draft Amended LLC Agreement; he did not make any changes to the draft November 13 Consent.

That evening, Titus, Silverman, Steven, Jeffrey, and Jeffrey’s wife, Shannon Llamas, gathered at Jeffrey’s house. Silverman brought with him an unexecuted copy of the Amended LLC Agreement and an unexecuted copy of the November 13 Consent.

After food was delivered, the group gathered around a kitchen island. Titus said he had made a “terrible mistake” by giving Arabia control. Steven Tr. 65–66. Silverman summarized the documents. He told Titus that the documents removed Huemoeller and Scott and elected Steven and Jeffrey. Id. at 67, 71; Silverman Tr. 22–33. Titus skimmed them quickly, then signed.

The Original LLC Agreement had established a manager-managed structure, vested management authority in an “Executive Committee” of “not more than five (5) members,” and designated each member of the Executive Committee “as a Manager.” JX 10 § 5.1. The Amended LLC Agreement abandoned the language of the Executive Committee and provided instead that the “sole Member and Manager may appoint a Board of Managers” of “up to three (3) Managers.” JX 41 § 7. It described Titus as the sole member and manager. That description was only half right: Titus was the sole member, but he was not the sole manager. By executing the November 7 Consent, Titus had appointed Huemoeller and Scott as additional managers.

But the amended agreement did not protect Titus as intended

The November 13 Consent did not purport to remove Huemoeller or Scott as managers. Silverman testified that in his opinion, by reciting that Titus was the sole manager, the Amended LLC Agreement removed every manager other than Titus. As a result, he believed that Titus could fill the vacancies by executing the November 13 Consent. See Silverman Tr. 29.

In my judgment, Silverman’s opinion is a post hoc rationalization. I think the first year associate overlooked the issue of removing Huemoeller and Scott, and Silverman did not catch it. They were working quickly, and it is particularly easy to make drafting mistakes when dealing with LLCs, which often involve bespoke governing documents. If Silverman or his associate had spotted the issue, then they would have taken the easy step of providing expressly for the removal of Huemoeller and Scott. There was no need to risk having the validity of their fix turn on the prospect of an inaccurate recital having substantive effect. Silverman and his associate similarly did not spot a problem that the defendants would fixate on in this litigation, namely that the Amended LLC Agreement provided that “[i]n each Fiscal Year of the Company, all profits and losses shall be allocated to the sole Member.” JX 41 § 3. Although it was true that Titus was the sole member as a result of Michael’s death, it was not true that all profits and losses would go to him. Instead, as the holder of an assignee interest resulting from the transfer of Michael’s units by operation of law, Michael’s estate would receive its pro rata share. By adopting this provision, the Amended LLC Agreement erroneously purported to divest Michael’s estate of its economic interest in the Company, which no one intended.

Danger malpractice alert

Silverman and his associate failed to draft the documents necessary to effectuate the changes that they sought to have Titus implement. Because there were lawyers on both sides, this is not a case where evidence of intent should override the documents themselves.

Here

there is no basis to challenge the validity of the actions taken by the managers after that date based on claims that Steven and Jeffrey became managers and were never properly removed.

The parties will confer regarding next steps in the case. If there are other outstanding issues that the court needs to address before a final order can be entered, then the parties shall submit a joint letter within fourteen days that identifies them and proposes a path to bring this case to a conclusion at the trial level. Otherwise, the parties shall submit a form of order implementing the rulings in this decision.

(Mike Frisch)

https://lawprofessors.typepad.com/legal_profession/2019/06/the-delaware-court-of-chancery-gets-more-than-its-share-of-human-and-corporate-drama-as-reflected-in-this-recent-opinion-th.html

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