Fiduciary Duties Not Renounced by Language in Massachusetts LLC Operating Agreement
Posted in Fiduciary Duty, LLC

In Butts, et al. v. Freedman, et al., Judge Sanders ruled that the language of a Massachusetts LLC operating agreement—disclaiming any “partnership” or “joint venture” relationship between the LLC members—did not bar an LLC member from pursuing a claim for breach of fiduciary duty against another LLC member. The language at issue, according to Judge Sanders, did not constitute “a clear and unequivocal elimination of one member’s fiduciary responsibility to another.”

Eric Berkman provides a full write-up of the case in Massachusetts Lawyers Weekly (link here).

Butts, et al. v. Freedman, et al.

October 26, 2017

Full decision here.

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