News & Analysis as of

Operating Agreements Contract Interpretation

Farrell Fritz, P.C.

Hoping to Take Assignment of an LP or LLC Interest? Best Read the Contract

Farrell Fritz, P.C. on

A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and...more

Morris James LLP

Chancery Addresses Authority of Executives to Remove Managers of Affiliate Entities

Morris James LLP on

Roccia v. Mugica, C.A. No. 2020-0641-MTZ (Del. Ch. Dec. 29, 2020) - The inherent authority of officers of Delaware companies generally extends to powers in the usual and ordinary course of the relevant company’s business....more

Gray Reed

Texas Court Evaluates Consent to Assign an Oil and Gas Lease

Gray Reed on

In Mayo Found. For Med. Educ. & Research v. BP Am. Prod. Co. a United States District Court considered the circumstances under which a lessor can withhold its consent to assign an oil and gas lease....more

Gray Reed

Louisiana Operator’s Bad Faith Does Not Preclude Recovery

Gray Reed on

Under Louisiana law, does the operator’s bad faith preclude recovery for the non-operator’s breach of a joint operating agreement if the operator caused the non-operator to breach the JOA but did not itself breach?...more

White and Williams LLP

The Dangers of Copy and Paste: Using Corporate Statutory Language in an LLC May Result in Unintended Consequences

White and Williams LLP on

Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more

A&O Shearman

Delaware Chancery Court Finds Limited Liability Companies Can Be Liable For Advancement To Members, Even Under Delaware Corporate...

A&O Shearman on

On April 30, 2019, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery held that plaintiff Freeman Family LLC (“Freeman”), a member of Park Avenue Landing LLC (the “Company”), is entitled to advancement...more

Bracewell LLP

JOAs and the Operator's "blank cheque" – UK Court of Appeal upholds decision on budget overruns

Bracewell LLP on

The UK Court of Appeal in Spirit Energy Resources Limited & Ors v Marathon Oil U.K. LLC [2019] EWCA Civ 11 has affirmed the February 2018 decision of Mr Justice Robin Knowles of the High Court. Knowles J’s decision concerned...more

Brooks Pierce

It Depends On The Meaning Of The Word "With"

Brooks Pierce on

The contractual interpretation issue before the Business Court in Schultheis v. Hatteras Capital Investment Management, LLC, 2014 NCBC 23, turned on the meaning of the word "with." Well, actually on the phrase "entering into...more

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