Summary
This concurrence by Justice McDonald agrees with the majority's reversal of a trial court's jury instruction regarding an LLC operating agreement's exculpatory and best judgment provisions under Delaware law. The justice emphasizes that the dispute is governed by Delaware law, not Connecticut law, and should not establish precedent for Connecticut LLC matters. Additionally, the concurrence advocates for addressing the plaintiff's previously struck claim for breach of the implied covenant of good faith and fair dealing to prevent further protracted litigation and unnecessary retrials.
Topics
Practice areas
Questions Presented
- Whether the Superior Court erred in striking the plaintiff's claim for breach of the implied covenant of good faith and fair dealing.
- Whether the Superior Court erred in striking the plaintiff's Connecticut Unfair Trade Practices Act claim.
Key quotations
“I agree that the jury was improperly instructed that the second sentence of § 3.4 of the operating agreement of CCP Equity Partners, LLC, a Delaware limited liability company (LLC), imposes a duty on managers not to act in bad faith or with gross negligence or wilful misconduct because, under settled Delaware law, this sort of exculpatory provision does not impose affirmative duties on the parties.”
Factual background
John B. Clinton, a member of the Delaware LLC CCP Equity Partners, alleged that the managers, including Michael E. Aspinwall, expelled him, maintained an unreasonably large capital reserve, and distributed earnings in a manner that violated the implied covenant of good faith and the duty of best judgment under the operating agreement.
Procedural history
The trial court struck the plaintiff's implied covenant and CUTPA claims. The appellate court dismissed the defendants' earlier appeals. The present appeal seeks review of the trial court's rulings and a new trial.
Remand instructions
Plaintiff may seek leave to amend his complaint to reinstate the implied covenant claim; the trial court should permit a jury to consider that claim on remand.