McConnell v. Hunt Sports Enterprises
Ohio Court of Appeals
725 N.E.2d 1193 (1999)
John McConnell (plaintiff) and Lamar Hunt (defendant) were members of Columbus Hockey Limited, LLC (CHL), formed to pursue an NHL franchise for Columbus. When Hunt, acting for CHL without consulting other members, repeatedly rejected Nationwide's arena-lease offers, McConnell and his own group signed a lease with Nationwide independently of CHL. CHL's operating agreement contained a clause expressly allowing members to pursue business ventures that might compete with CHL. McConnell sought a declaratory judgment establishing his right to pursue the NHL franchise outside of CHL, and Hunt counterclaimed that McConnell breached his fiduciary duty to CHL. The trial court directed a verdict for McConnell, and Hunt appealed.
Whether an LLC operating agreement may limit the scope of the fiduciary duties owed by its members.