Document: Kuroda v. SPJS Holdings, L.L.C., C.A. No. 4030-CC, Chandler, C. (Del. Ch. March 16, 2010)
In the second opinion rendered in this matter involving plaintiff’s claim for money pursuant to a limited liability company agreement, the Court considered plaintiff’s motion to dismiss defendants’ counterclaims against plaintiff for breach of the implied covenant of good faith and fair dealing and breach of contract claims, as well as breach of fiduciary duty claims. The Court granted plaintiff’s motion, finding that plaintiff had no fiduciary duties since he was neither a manager nor controlling member of the subject LLC, and could not be liable for breach of contract because he was not party to the contracts upon which defendants based such counterclaims. The Court also stated, in dismissing the implied covenant claims under the LLC agreement, that the implied covenant “cannot be invoked to override the express terms of the contract”.