Pursuant to a coinvestment agreement, the parties entered into a series of substantially similar limited liability company agreements (the LLC agreements). Each of the LLC agreements designated plaintiff Coventry Real Estate Fund II, L.L.C. (Coventry), as the sole managing member. The LLC agreements, in turn, provided for, but did not mandate, delegation of most day-to-day management to defendant Developers Diversified Realty Corporation (DDR).
Under Delaware law...
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