An individual who performs some, but not all, of the managerial duties for a limited liability company and is not listed as a manager in the entity’s LLC agreement cannot be sued as a manager under Delaware’s LLC Act, the U.S. District Court for the District of Delaware has ruled. The federal court issued the opinion when it dismissed claims against two individuals who oversaw certain aspects of an LLC’s business but did not have managerial authority under the LLC agreement.
U.S. District Chief Judge Gregory M. Sleet applied precedent established by the Delaware Court of Chancery in Vichi v. Koninklijke Philips Electronics, a 2009 ruling, to reach his conclusion in Wakley Ltd. v. Ensotran LLC.
