In Quantlab Group GP, LLC v Eames, C.A. 2018-0553-JRS (Mar. 19, 2019), a purported election was held to remove a general partner and replace it with another LLC. The general partner disputed this purported removal and election. The limited partners requested the court to declare that the general partner was validly removed and the other LLC was validly elected as the sole general partner. In a previous decision, the Court has ruled that the election was invalid under the limited partnership agreement but did not address a voting trust agreement and its effect on the limited liability agreement. The limited partners claimed that the election was valid based on this voting trust agreement. Both the voting trust agreement and the limited partnership agreement required the voting trust agreement to be incorporated into the limited partnership agreement for it to be effective. The voting trust agreement was explicitly mentioned and incorporated in the first amended limited partnership agreement. However, the second amendment removed any reference to the voting trust agreement. The Court ruled that the voting trust agreement did not modify the limited partnership agreement because the limited partnership agreement was fully integrated and specifically addressed the process of election and removal of a general partner.

BOTTOM LINE: The following language has been found by the court to be an unambiguous integration clause:

“This Agreement contains the entire agreement among the Partners with respect to the matters of this Agreement and shall supersede and govern all prior agreements, written or oral, including, without limitation, the Amended Agreement.”