DiDonato v. Campus Eye Management, LLC, C.A. No. 2023-0671-LWW
(Del. Ch. Jan. 31, 2024)
In governance disputes among LLC constituencies, the operating
agreement is the beginning and often end point. This action
involved a challenged amendment to an LLC agreement, which provided
in relevant part: "[t]he Agreement may be amended, modified,
waived or supplemented by the Manager with the written consent of
all Members." The Court found this language was unambiguous
and expressly required the manager to be involved in any amendment.
In doing so, the Court declined to read the provision – which
was the only one in the contract addressing amendments – as
permissive and allowing other forms of amendment. Considering the
provision, the Court also declined to invoke Section 18-302(f) of
the LLC Act, which allows amendments with approval of all members,
finding that section applies only where the LLC agreement lacks a
mechanism for amendments.
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