The Delaware Supreme Court dismissed an interlocutory appeal on Jan. 15, 2026, in a contentious business dispute between equal partners in AMCI Group, LLC, leaving unresolved questions about attorney selection and corporate governance in deadlocked companies.
Hans J. Mende and Fritz R. Kundrun each own 50% of AMCI Group, LLC, either directly or indirectly. Their business relationship has deteriorated, leading to litigation in Delaware's Court of Chancery. Kundrun initiated the lawsuit seeking books and records from AMCI, a common legal remedy for minority shareholders or members seeking corporate information.
The dispute escalated when Kundrun filed a motion to disqualify counsel from two prominent law firms - Williams & Connolly and Ross Aronstam & Moritz - from representing AMCI in the books and records action. Kundrun also sought appointment of a receiver for the limited purpose of identifying and directing neutral company counsel for the litigation.
At the heart of Kundrun's motion was his assertion that Mende's unilateral selection of company counsel violated the operating agreement's unanimous approval requirement. According to court documents, the operating agreement requires unanimous approval by the board for such decisions. Since Mende and Kundrun serve as the only directors of AMCI Group, LLC, any major corporate decision theoretically requires both partners' consent.
Kundrun further claimed that Mende's selection of counsel created professional conflicts of interest, though the specific nature of these alleged conflicts was not detailed in the available court documents. The motion suggests that the chosen law firms may have existing relationships or interests that compromise their ability to represent the company neutrally in the dispute between the equal partners.
The case presents classic corporate governance challenges that arise in 50-50 ownership structures. When two equal partners disagree, companies can face operational paralysis as neither party has sufficient voting power to break deadlocks. These situations frequently result in dissolution proceedings or forced buyouts, particularly when the business relationship becomes irreparably damaged.
Delaware's Court of Chancery, known for its expertise in corporate law matters, has jurisdiction over the underlying books and records action. The Chancery Court regularly handles disputes involving limited liability companies, including governance deadlocks, fiduciary duty claims, and dissolution proceedings.
Mende served as an intervenor in the original Chancery Court proceedings, suggesting he was not initially a named party but sought to protect his interests in the litigation. AMCI Group, LLC was listed as a defendant in the lower court action, with Kundrun as the plaintiff seeking corporate records.
The Delaware Supreme Court's order was brief, indicating the court considered the notice and supplemental notice of appeal from the interlocutory order, along with attached documents. However, the high court declined to hear the appeal at this stage of the proceedings, effectively allowing the Chancery Court litigation to continue.
Interlocutory appeals are discretionary and typically involve significant legal questions that would benefit from immediate appellate review. The Supreme Court's dismissal suggests either that the issues raised were not appropriate for interlocutory appeal or that the court preferred to allow the trial court to fully develop the factual record before potential appellate review.
The dismissal means the Court of Chancery will proceed with resolving Kundrun's motion to disqualify counsel and his request for appointment of a receiver. If successful, Kundrun's motion could force AMCI Group to obtain new legal representation that both partners find acceptable, potentially appointed through a court-supervised process.
This case reflects broader trends in Delaware corporate law regarding governance disputes in closely held entities. The state's courts frequently address conflicts arising from equal ownership structures, particularly when operating agreements fail to provide adequate dispute resolution mechanisms.
The outcome of the underlying Chancery Court proceedings could establish precedent for how Delaware courts handle attorney selection disputes in deadlocked companies. If the court grants Kundrun's disqualification motion, it may signal increased scrutiny of counsel selection in companies where equal partners cannot agree on representation.
For AMCI Group, LLC, the ongoing litigation represents a significant challenge to business operations. The dispute over legal representation alone suggests deeper governance issues that may ultimately require judicial intervention to resolve, potentially through dissolution, forced buyout, or court-appointed management.
The case will return to the Court of Chancery for further proceedings on the pending motions. Both parties can potentially seek final appellate review after the lower court issues a final judgment on all claims and motions in the litigation.