The Delaware Court of Chancery has again reaffirmed the contractual freedom of limited liability company members in situations where their rights are governed by unambiguous contract provisions. The court dismissed claims brought by a limited liability company member after another member refused to grant needed consents and did not provide additional financing. The claim centered around operating agreement language stating that the consents at issue were expressly not subject to a duty to act reasonably.
Related Wespac LLC v. JER Snowmass LLC, C.A. No. 5001-VCS (Del. Ch. July 23, 2010)