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Court of Chancery Upholds LLC Dissolution Provision

Spellman v. Katz, C.A. 1838-VCN (Del. Ch. Feb. 6, 2009)


In drafting an LLC operating agreement, the key point to remember is that you get what you agreed to even if you later come to regret it. Here, the operating agreement included a provision that the LLC would be dissolved when certain events occurred. When those events occurred, one of the members claimed that he never intended the LLC would then be dissolved. Too bad said the Court and ordered dissolution and winding up.



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