Oxbow Carbon & Minerals Holdings, Inc., Ingraham Investments LLC, Oxbow Carbon Investment Company LLC, William I…

Summary

The Supreme Court of Delaware held that the LLC Agreement unambiguously required every member, including the Small Holders, to receive at least 1.5 times its capital contribution in an Exit Sale, thereby giving the Small Holders the ability to block the sale. The court rejected the Court of Chancery's use of the implied covenant to create a Seller Top-Off right because the agreement contained no contractual gap and the parties could have addressed the issue expressly. It also vacated the remedies ruling because no qualifying Exit Sale existed for Oxbow to pursue through reasonable efforts.