The Delaware Court of Chancery again affirmed a limited liability company’s contractual language dictates the entity’s management when it held that the majority votes of non-managing members of an LLC formed to own a Kansas apartment complex cannot supersede the vote of the entity’s managing member.

Dunes Point West Associates LLC is a Delaware entity formed in 2006 to acquire and operate a 172-unit apartment complex in Lenexa, Kan. The entity is currently managed by investor Louis Cortese, who owns 90 percent of the LLC’s total membership interest through the 2009 Caiola Family Trust, or CFT. Ward Katz owns the remaining 10 percent through PWA LLC, a Kansas entity of which he is managing member. Katz is also the sole owner of Dunes Residential Services (DRS), a PWA affiliate managing the Lenexa apartment complex.

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