Behler v. Kai-Shing Tao

Summary

The Court of Appeals affirmed dismissal of the plaintiff's breach of contract and promissory estoppel claims. It held that the amended LLC agreement, to which the plaintiff was bound as an LLC member, unambiguously superseded the parties' prior oral exit agreement because both addressed the plaintiff's investment, liquidation, distributions, and transfer rights. The integrated amended agreement also barred promissory estoppel because it governed the promise at issue.