Supreme Court of Delaware
Composecure, L.L.C. v. Cardux, LLC f/k/a Affluent Card, LLC
July 24, 2019
Summary
The Supreme Court affirmed the Court of Chancery’s determination that the Sales Agreement was not a Restricted Activity under the LLC Agreement. The court held that the provision applied only to agreements requiring expenditures above the threshold without contingencies, and the Sales Agreement imposed commission obligations only if an Approved Prospect placed an order and CompoSecure accepted it. The court also upheld the trial court’s factual findings distinguishing the agreement from the different arrangement at issue in the cited authority.