Baldwin v. New Wood Resources LLC

Summary

The Supreme Court of Delaware held that the LLC Agreement contains an implied covenant requiring any determination of an indemnitee’s eligibility for indemnification to be made in good faith. New Wood was the proper party because it was the entity obligated to indemnify and entitled to seek repayment, and Baldwin’s pleadings sufficiently alleged bad faith to survive judgment on the pleadings. The court therefore reversed the Superior Court’s judgment and remanded for further proceedings.