Pappas v. Tzolis
Appellate Division of the Supreme Court of New York, First Department
87 A.D.3d 899 (2011)
Relevant factsFree
Vrahos LLC's operating agreement let members pursue outside, even competing, business with no obligation to the company, and Tzolis bought out Pappas's and Ifantopoulos's interests for a combined $1.5 million backed by a signed certificate disclaiming reliance on his representations, only to lease the LLC's sole asset to a third party for $17.5 million seven months later, allegedly having begun those negotiations before the buyout.
IssueFree
Whether the members of a limited liability company may explicitly restrict or eliminate the fiduciary duties owed by the terms of the operating agreement.