Lopez v. Central American Mezzanine Infrastructure Fund L.P.

Summary

The Supreme Court of Delaware affirmed summary judgment validating CAMIF’s removal of Terrones as MXP’s managing member. It held that Terrones’s unconscionability claim was facially deficient because the removal provision, adopted in connection with approximately $17 million in financing, did not reflect a gross imbalance that shocked the conscience, and Terrones identified no egregious bargaining-power inequality or supporting evidence. The court also agreed that further discovery would not produce facts sufficient to defeat summary judgment.