TALKING CAPITAL LLC v. OMANOFF

650973/17. 8339. 8338.

169 A.D.3d 423 (2019)

94 N.Y.S.3d 31

2019 NY Slip Op 00963

Talking Capital LLC et al., Respondents, v. Rodney Omanoff et al., Appellants, et al., Defendants.

Appellate Division of the Supreme Court of New York, First Department.

Decided February 7, 2019.


While a Delaware limited liability company may include terms in its operating agreement that are at variance with those in the Delaware LLC Act (see Elf Atochem N. Am., Inc. v Jaffari, 727 A.2d 286, 290 [Del 1999]), plaintiff Talking Capital LLC's (the Company) operating agreement does not provide for a waiver by the members of any right to bring a derivative action. In contrast to operating agreements that expressly vary the rights...

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