The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.
Supreme Court Interprets Key Words in Agreement
A recent Delaware Supreme Court decision is noteworthy for the approach it takes in determining the meaning of a word in an agreement, for example, by parsing the syntax and sentence structure where the word appears in the agreement. In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., Del. Supr., No. 68
Chancery Dismisses Action for Lack of Personal Jurisdiction over LLC and LLC Owners
An Eckert Seamans associate prepared this overview.
In IMO Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Dec. 9, 2016), the Chancery Court rejected personal jurisdiction under Delaware’s Limited Liability Company Act and the conspiracy theory of jurisdiction. The Court provides helpful guidance on when someone can be considered an LLC manager for purposes of
Chancery Explains Basis for Fiduciary Duty Default Standards Applicable to LLCs
Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), read opinion here.
What this Case is Abo
ut and Why it is Important
This case establishes a high-water mark in terms of providing the most comprehensive explanation, based on legislative history and a review of Delaware cases,
Chancery Court Champions Contractual Flexibility of LLC Act and Allows Waiver of Member’s Right to Seek Dissolution
In R & R Capital, LLC v. Buck & Doe Run Valley Farms, LLC, 2008 WL 3846318 (Del.Ch., Aug. 19, 2008), read opinion here, the Delaware Chancery Court provides a detailed and expansive public policy analysis as well as extensive legal reasoning and statutory interpretation to explain why the Delaware LLC Act allows members to