Earlier this year, in Cantor Fitzgerald v. Ainslie, the Delaware Supreme Court reiterated that “[t]he courts of this State hold freedom of contract in high—some might say, reverential—regard” in interpreting alternative entity agreements. A recent case, Mehra v. Teller, starkly illustrates the court’s strict enforcement of unambiguous contract language. After a full trial, Chancellor Kathaleen McCormick upheld an LLC agreement’s plain language despite a conflict with the extrinsic evidence of the parties’ true intent presented at trial.
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