Flippo v. CSC Associates III, L.L.C.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• concluding that a manager must have acted in good faith and on behalf of the company and noting that “an act which is otherwise legal may, nevertheless, breach one’s fiduciary duty”
• treating an LLC like a corporation pursuant to Missouri law for the purposes of the business judgment rule
• managing member of limited liability company has fiduciary duties similar to those of a corporate director
• applying Virginia Business Judgment Rule to breach of fiduciary duty claims
• “[I]ntent is to be determined from the language employed, surrounding circumstances, the occasion, and apparent object of the parties.” (emphasis added; internal quotation marks omitted)
• When interpreting a contract provision, a court must take into consideration “[t]he facts and circumstances surrounding the parties when they made the contract, and the purposes for which it was made ....”

Source: CourtListener parenthetical corpus (CC0).