Delaware Court of Chancery, left, on The Circle in Georgetown, Delaware. Credit: Antony-22 via Wikimedia Commons Chancery Decision Reaffirms 2 Principles of Del. Alternative Entity and Contract Law
Vice Chancellor Lori Will's recent post-trial decision in Avgiris Brothers v. Bouikidis is a useful reminder of the benefits of a well-drafted LLC agreement and reaffirmed two bedrock principles of Delaware alternative entity and contract law—parties are given wide latitude to order their affairs through a LLC agreement and that Delaware courts will strictly construe the language of those agreements.
October 19, 2022 at 09:00 AM
6 minute read
Vice Chancellor Lori Will's recent post-trial decision in Avgiris Brothers v. Bouikidis, C.A. No. 2021-0741-LWW, 2022 Del. Ch. LEXIS 282 (Del. Ch. Sept. 30, 2022), is a useful reminder of the benefits of a well-drafted LLC agreement and reaffirmed two bedrock principles of Delaware alternative entity and contract law—parties are given wide latitude to order their affairs through a LLC agreement and that Delaware courts will strictly construe the language of those agreements.
As the vice chancellor stated at the beginning of her opinion, this action should have been a straightforward summary proceeding. The defendants, however, complicated the matter by injecting a host of defenses which the court found were either contrary to the plain language of the LLC agreement or should have been brought as affirmative claims in a separate plenary action.
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