Section 23-102 – Conflicts Between Terms and Conditions; Remedies for Breach
(a) If a conflict exists between the express terms and conditions of an operating agreement and the terms and conditions implied by the law governing the relationship between a principal and agent, the express terms and conditions of the operating agreement shall govern. (b) A court may order the remedy of specific performance for anticipatory or actual […]
Section 23-103 – Express Covenants
Express covenants or other provisions of an operating agreement that establish a party’s duties and obligations under the operating agreement create the only duties and obligations enforceable against the party under the operating agreement.
Section 23-104 – Enforceability
If an operating agreement states that it shall continue for a period of time or until the happening of an event, the operating agreement shall be enforceable between the parties until the expiration of the period of time or the happening of the event unless the operating agreement contains a right of early termination.
Section 23-105 – Implied Covenants
(a) The covenant of good faith and fair dealing shall be implied in an operating agreement unless the operating agreement states that a party may perform a duty or obligation in the party’s sole discretion. (b) Unless an operating agreement contains a covenant or other provision that specifically incorporates a duty into the operating agreement, no duties […]
Section 23-106 – Construction
This title may not be construed to: (1) Limit the defenses of fraud, duress, or illegality; or (2) Affect any claim between a third party and a party to an operating agreement.
Section 24-102 – Supplemental Provisions
Unless displaced by a particular provision of this title, the principles of law and equity supplement this title.
Section 24-103 – Applicability of Title
(a) Except as otherwise provided in subsection (b) or (c) of this section, this title applies to: (1) A receivership for an interest in real property and any personal property that is: (i) Related to the real property; or (ii) Used in operating the real property; (2) A receivership established under § 3–411 or § 3–415 of the Corporations and […]
Section 24-201 – Appointment of Receiver
(a) A court may appoint a receiver: (1) Before judgment, to protect a party that demonstrates an apparent right to property that is the subject of the action, if the property or the revenue–producing potential of the property: (i) Is being subjected to or is in danger of waste, loss, dissipation, or impairment; or (ii) Has been or is […]
Section 24-202 – Ancillary Receiver
(a) Subject to subsection (b) of this section, a court may appoint as an ancillary receiver for property located in the State or subject to the jurisdiction of the court for which a receiver could be appointed under this title: (1) A receiver appointed in another state; or (2) A nominee of the receiver in the other state. […]
Section 24-203 – Disqualification
(a) A court may not appoint a person as a receiver unless the person provides a statement under penalty of perjury that the person is not disqualified under subsection (b) of this section. (b) Except as otherwise provided in subsection (c) of this section, a person is disqualified from appointment as a receiver if the person: (1) Is […]