Clinton v. Aspinwall

Citations

• 352 Conn. 597

Syllabus

The defendants, three members and managers of C Co., a Delaware limited liability company, appealed from the judgment of the trial court, rendered after a jury trial, in favor of the plaintiff, a former member and manager of C Co., on his breach of contract claim. The plaintiff had alleged that the defendants breached their contractual duties under a duty of care provision in C Co.'s operating agreement by, inter alia, removing the plaintiff as a member of C Co. and by maintaining an allegedly unnecessary $3 million capital reserve fund. The first sentence of the duty of care provision required managers to exercise their best judgment in carrying out C Co.'s operations and in performing their other duties under the agreement, whereas the second sentence provided that a manager would not incur any liability in performing his duties, unless any act or omission on the part of the manager was the result of gross negligence or wilful misconduct, or unless the man- 598 JULY, 2025 352 Conn. 597 Clinton v. Aspinwall ager did not act in good faith. On appeal, the defendants claimed, inter alia, that the trial court had incorrectly interpreted the second sentence of the duty of care provision as imposing affirmative duties on the defendants, instead of as an exculpatory provision, and had improperly instructed the jury in accordance with that flawed interpretation. Held: The trial court incorrectly construed the second sentence of the duty of care provision as imposing affirmative contractual duties on the defendants, and, because this court could not say that the court's instructions fairly presented the plaintiff's breach of contract claim to the jury in such a way that injustice was not done to the defendants, this court reversed the trial court's judgment, remanded the case for a new trial, and vacated the court's posttrial awards of attorney's fees, costs, and interest. The second sentence of the duty of care provision was a quintessential exculpatory provision under Del