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Breach of Contract › Limited Liability Company (LLC) › Delaware General Corporation Law

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

Cadwalader, Wickersham & Taft LLP on

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Holds That Agreement That Specifies Dilution as Remedy for Failure to Make Capital Call Prohibits Plaintiff...

Patterson Belknap Webb & Tyler LLP on

Operating agreements often specify dilution as the remedy for a failure to make a capital contribution. But what if your business partner fails to make a contribution and you’d rather have the capital than an increased...more

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