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Breach of Contract › Operating Agreements › Fiduciary Duty

Farrell Fritz, P.C.

Where’s the Beef? Causation and Culpability Are Fatal Pitfalls in Zaycon Foods Lawsuit

Farrell Fritz, P.C. on

When representing an aggrieved plaintiff in a commercial matter, there are certain business torts that I tend to rely on more heavily than others.  If business torts were foods, for example, a claim like breach of contract...more

Farrell Fritz, P.C.

But What of the Equitable Accounting?

Farrell Fritz, P.C. on

I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...more

Gray Reed

Caution: Court Finds Fiduciary Waivers Ineffective

Gray Reed on

In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with...more

Carlton Fields

New York Court Compels Arbitration of Commercial Marijuana Dispute

Carlton Fields on

The defendants moved to compel arbitration of a complex dispute concerning the parties’ investment in medical marijuana companies. The plaintiff claimed that the defendants breached a non-compete agreement and fiduciary...more

K&L Gates LLP

Chancery Court Grants Defendant’s Motion On The Pleadings Where Named Defendants Did Not Owe Any Of The Contractual Or Fiduciary...

K&L Gates LLP on

In Ross v. Institutional Longevity Assets LLC, C.A. No. 2017-0186-TMR (Del. Ch. Feb. 26, 2019), the Chancery Court, in a motion for judgement on the pleadings, found that the plain language of a limited liability company’s...more

Morris James LLP

Self-Dealing Conduct Supporting Fiduciary-Duty Claims Was Covered by Contractual Duties Imposed in the LLC Agreement

Morris James LLP on

The Delaware Limited Liability Company Act’s policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements. The act permits parties to eliminate common-law fiduciary duties, and...more

Morris James LLP

Court Of Chancery Applies LLC Contractual Fiduciary Duty

Morris James LLP on

MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) - Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more

Cadwalader, Wickersham & Taft LLP

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

Cadwalader, Wickersham & Taft LLP on

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

Allen Matkins

Court Rules LLC Members May Be “Fiduciaries In Fact”

Allen Matkins on

U.S. District Court Judge Tena Campbell’s ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say. The case involved claims by the liquidating...more

Carlton Fields

Tenth Circuit Upholds Confirmation Of Arbitral Award In LLC Dissolution Dispute

Carlton Fields on

The Tenth Circuit recently affirmed a district court’s confirmation of an arbitration award in a dispute regarding the dissolution of Knowledge Strategy Solutions, LLC (“KSS”). KSS was a partnership between the professional...more

Butler Snow LLP

The Tennessee Business Court Tackles Privilege Claims

Butler Snow LLP on

The Tennessee Business Court has provided additional guidance to commercial litigators concerning internecine legal battles between members of limited liability companies. The Court has determined the fiduciary duties of...more

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