After a condominium development project failed, Plaintiff brought suit against Defendant and its various controlled entities. The LLC agreement for the venture gave Defendant considerable authority in running the entity. The Court allowed Plaintiff’s claim for breach of the implied covenant of good faith and fair dealing to proceed because Defendant had an implied duty to perform certain contracts in good faith, which it failed to do. Plaintiff also sufficiently pled claims for breach of fiduciary duty, even though the LLC agreement contained a provision stating that “[e]xcept for any duties imposed by this Agreement…each Member shall owe no duty of any kind.” Because another provision contradicted this clause by requiring consistency with Delaware law as per duties and obligations, the Court could not choose between reasonable interpretations of ambiguous contract provisions and allowed the claim to proceed.
