Careful What You Wish For - Freedom of Contract and the Necessity of Careful Scrivening

Abstract

Led by Delaware, a bevy of states have inserted Contract is God provisions into their respective LLC statutes. Freedom has its risks, and a trio of recent cases illustrate that she or he who lives by the contractarian sword can get skewered by that sword - especially if he or she is a transactional lawyer. This essay first provides some context by recalling a Delaware limited partnership case from 1998 and a Delaware LLC case from 2000 and then recounts and analyzes the trio of recent cases.

Keywords: limited liability company, limited partnership, contractarian, fiduciary duty, Delaware, eliminate restrict limit contract