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 22-704 – Copy: Refusal of Defective Tender
(a) Subject to subsection (b) of this section and § 22-705 of this subtitle, tender of a copy that is a material breach of contract permits the party to which tender is made to: (1) Refuse the tender; (2) Accept the tender; or (3) Accept any commercially reasonable units and refuse the rest. (b) In a mass-market transaction that calls […]
Section 22-810 – Recoupment
(a) Except as otherwise provided in subsection (b) of this section, an aggrieved party, upon notifying the party in breach of contract of its intention to do so, may deduct all or any part of the damages resulting from the breach from any payments still due under the same contract. (b) If a breach of contract is […]
Section 22-705 – Copy: Contract With Previous Vested Grant of Rights
If an agreement grants a right in or permission to use informational rights which precedes or is otherwise independent of the delivery of a copy, the following rules apply: (1) A party may refuse a tender of a copy which is a material breach as to that copy, but refusal of that tender does not cancel […]