Document: Spellman v. Katz, C.A. No. 1838-VCN, Noble, V.C. (Del. Ch. Feb. 6, 2009)
Plaintiff and Defendant practiced medicine together in a facility constructed by KSA L.L.C., an entity in which they each held a 50% interest. Their relationship soured and Plaintiff sought dissolution of KSA pursuant to its operating agreement, which provided that dissolution shall occur upon completion of the facility’s construction. Though this condition had occurred, Defendant argued that the provision did not accurately reflect the original intention of the parties as they intended to operate KSA for a longer period so as to take advantage of tax benefits. The Court of Chancery applied the parole evidence rule to the unambiguous contractual provision and held the parties to the terms of their agreement by ordering dissolution.