17-76,134. Construction and application of act and operating agreement.
17-76,134
17-76,134. Construction and application of act and
operating agreement.
(a) The rule that statutes in derogation of the common law
are to be strictly
construed shall have no application to this act.
(b) It is the policy of this act to give the maximum effect to the principle
of freedom of
contract and to the enforceability of operating agreements.
(c) To the extent that, at law or in equity, a member or manager or other
person has duties
(including fiduciary duties) and liabilities relating thereto to a limited
liability company or to
another member or manager:
(1) Any such member or manager or other person acting under an operating
agreement shall
not be liable to the limited liability company or to any such other member or
manager for the
member's or manager's or other person's good faith reliance on the provisions
of the operating
agreement; and
(2) The member's or manager's or other person's duties and liabilities may be
expanded or
restricted by provisions in an operating agreement.
History: L. 1999, ch. 119, § 73; Jan. 1, 2000.