Count II – Starman Agency Theory9 Sample Clauses

Count II – Starman Agency Theory9. Xxxxxxx argues that Xxxxx XX of the amended complaint, a claim alleging that Xxxxxxx is liable to CGHA because Xxxxxxx acted as Xxxxxxx’x agent, fails to state a legally sufficient claim. (D.I. 190 at 11–14) A principal-agent relationship exists where the principal controls the agent. Xxxxxxxx X, 2019 WL 148454, at *5 (quoting Japan Petroleum Co. (Nigeria) Ltd. v. Ashland Oil, Inc., 456 X. Xxxx. 831, 841 (D. Del. 1978)). A parent corporation controls a subsidiary “where the subsidiary acts on the parent’s behalf or at the parent’s direction.” Id. (quoting X.X. Xxxx Inc. v. Guidant Corp. & Advanced Cardiovascular Sys., Inc., 997 F. Supp. 556, 560 (D. Del. 1998)). The parent must exercise “actual, participatory, and total” control over the subsidiary but “total domination” is not required. Id. (internal citations omitted). First, Xxxxxxx argues that the amended complaint lacks factual allegations showing that Xxxxxxx controlled Xxxxxxx. (D.I. 190 at 12–13) Xxxxxxx’x argument fails because the amended complaint contains several factual allegations describing Xxxxxxx’x “actual, participatory, and total” control over Xxxxxxx. See Starwood I, 2019 WL 148454, at *5 (quoting Japan Petroleum, 456 X. Xxxx. at 841). As the court articulated previously, “in order to 9 The court has already determined that Count I of the original complaint, which is not substantially changed in the amended complaint, sufficiently pled a claim against Xxxxxxx under an alter ego theory. Xxxxxxxx X, 2019 WL 148454, at *3–5 (D. Del. Jan. 9, 2019). The amended complaint brings a new theory of agency liability against Xxxxxxx, in the alternative. (D.I. 180, Ex. A at ¶¶ 186–89) prove agency, [CGHA] must show that Woodman’s failure to maintain the Hotel to a five-star standard and failure to meet the payment obligations were due to [Xxxxxxx’x] control, that is, were done on behalf of [Xxxxxxx] or at [its] direction.” Id. The court noted that “the correct inquiry is whether Xxxxxxx spoke for or was acting on behalf of, or was directed by, Xxxxxxx, not vice-versa.” Id. at *6. The amended complaint attempts to correct the original improperly pleaded inverse agency relationship by alleging that “Xxxxxxx dominated and controlled Woodman and its finances and caused Xxxxxxx to breach the Management Agreement with CGHA.” (D.I. 180, Ex. A at ¶ 23) The amended complaint alleges specifically that Xxxxxxx Xxxxxx (“Xxxxxx”) was simultaneously a “a Starwood . . . representative on Starman’s management commi...