(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 […]
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.
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.
(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 […]
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.
