Leaf Invenergy Company, a Cayman Islands Exempt Limited Liability Company, Plaintiff Below-Appellant/cross-Appellee…

Summary

The Supreme Court of Delaware held that the LLC Agreement unambiguously required Invenergy either to obtain Leaf's consent before conducting a Material Partial Sale or to pay Leaf the Target Multiple at closing. Because Invenergy did neither, Leaf was entitled to the Target Multiple as contractual damages, and the court rejected the use of efficient-breach theory to reduce the award to nominal damages. The court reversed and remanded subject to Leaf surrendering its membership interests.