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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