Thomas E. Rutledge has posted on SSRN The Statute of Frauds and Partnership/Operating Agreements, J. Passthrough Entities 41 (November-December 2008), in which he discusses a recent holding by Vice Chancellor Lamb in Olsen v. Halverson, C.A. No. 1884-VCL (Del. Ch. Oct. 22, 2008) that the statue of frauds applies to LLC operating agreements. This despite Section 18-101(7) of the Delaware Limited Liability Company Act, includes “written, oral or implied” (emphasis added).
While we might disagree over the importance of signed writings to resolve disputes about the agreement of the parties, how in the world did an Operating Agreement for a hedge fund go unsigned?
Note: As noted in 2010 Amendments to Delaware LLC Act, the legislature has amended that Act to allow oral agreements.
posted by Gary Rosin
This entry was posted on Tuesday, March 3rd, 2009 at 8:28 pm and is filed under Commentary, Scholarship. You can follow any responses to this entry through the RSS 2.0 feed.
You can leave a response, or trackback from your own site.
Statute of Frauds and UBE Agreements
Thomas E. Rutledge has posted on SSRN The Statute of Frauds and Partnership/Operating Agreements, J. Passthrough Entities 41 (November-December 2008), in which he discusses a recent holding by Vice Chancellor Lamb in Olsen v. Halverson, C.A. No. 1884-VCL (Del. Ch. Oct. 22, 2008) that the statue of frauds applies to LLC operating agreements. This despite Section 18-101(7) of the Delaware Limited Liability Company Act, includes “written, oral or implied” (emphasis added).
While we might disagree over the importance of signed writings to resolve disputes about the agreement of the parties, how in the world did an Operating Agreement for a hedge fund go unsigned?
Note: As noted in 2010 Amendments to Delaware LLC Act, the legislature has amended that Act to allow oral agreements.
posted by Gary Rosin
This entry was posted on Tuesday, March 3rd, 2009 at 8:28 pm and is filed under Commentary, Scholarship. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.