On March 16, 2017 a New York appellate court in Manhattan affirmed a ruling dismissing claims against Davis Polk’s client, Castleton Commodities International LLC. The claims concerned call rights under a Delaware LLC agreement which set forth contractual restrictions on liability claims. Plaintiffs, represented by Williams and Connolly, sought to avoid those restrictions by invoking common law doctrines including veil piercing, tortious interference, fraud, unjust enrichment, and the implied covenant of good faith and fair dealing. The Commercial Division of New York Supreme Court rejected those challenges to the LLC agreement in an opinion in 2016 which the appellate court affirmed on all grounds. Of note, both the trial and appellate court opinions upheld the enforceability of exculpatory provisions in the LLC agreement pursuant to Delaware’s strong public policy favoring freedom of contract in LLC agreements.

The Davis Polk team included partner Michael P. Carroll, who argued the appeal, counsel David B. Toscano and associates Edward Fu, Mekdes Fanta and Caroline Stern. Members of the Davis Polk team are based in the New York and Washington DC offices.

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