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Limited Liability Company (LLC) › Breach of Implied Contract

Patton Sullivan Brodehl LLP

Another Case Addressing Managerial Discretion and the Implied Covenant of Good Faith and Fair Dealing

Patton Sullivan Brodehl LLP on

LLC managers often enjoy wide latitude and unrestricted “discretion” under the LLC’s operating agreement. At the same time, all contracts — including LLC operating agreements — are subject to the implied covenant of good...more

Morris James LLP

Chancery Confirms that the Implied Covenant Imposes a “Good Faith” Component to an Agreement to Negotiate

Morris James LLP on

DG BF, LLC v. Ray, C.A. No. 2020-0459-MTZ (Del. Ch. Mar. 1, 2021) - The Operating Agreement for an LLC involved in the cannabis industry provided for a five-member board of managers, with one Independent Manager appointed...more

Farrell Fritz, P.C.

Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights

Farrell Fritz, P.C. on

Over the last several years, the books-and-records proceeding and its corresponding shareholder rights of inspection seem to have entered a bit of renaissance period in the courts. ...more

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