In Re Nextmedia Investors, LLC, Del. Ch., No. 4067-VCS (May 6, 2009), read opinion here.
This Delaware Chancery Court opinion includes instructive recitations of Delaware law on a topic of relevance to all those who labor in the field of business litigation. A key focus in this case was to address in what situation it is appropriate for a court to grant summary judgment regarding the interpretation of a contract, and the corollary standards to determine in what circumstances: “the plain language of the relevant terms of the LLC Agreement gives rise to only one reasonable meaning . . .”
The central issue in this case turned on whether the consent of the petitioners was needed in order to amend the LLC Agreement to extend the date of the dissolution that was provided for in the original LLC Agreement. The court ruled that the agreement was unambiguous that such consent was required. However, the LLC Agreement granted certain parties authority to appoint a liquidating trustee and the court determined that it would have to wait until after full discovery and a trial, before the court could determine that there was a sufficient basis to prevent the appointment of a liquidator pursuant to the agreement of the parties, which altered the default rule for the appointment of a liquidating trustee pursuant to Section 18-803 of the Delaware Limited Liability Company Act (at Title 6 of the Delaware Code).