In the case of Seaport Village Ltd. v. Seaport Village Operating Company LLC, C.A. No. 8841-VCL (Sept. 24, 2014), Vice Chancellor Laster found that the operating agreement of a limited liability company (“LLC”) can be binding upon the parties to that agreement, even if the agreement is not signed by the parties.
This holding is consistent with Section 18-101(7) of the Delaware Limited Liability Company Act (the “LLC Act”), which provides that “[a] limited liability company is bound by its limited liability company agreement whether or not the limited liability company executes the limited liability company agreement.” 6 Del. C. § 18-101(7).
Members of a Delaware LLC and their attorneys should be aware of this opinion and not operate under the assumption that an LLC operating agreement is invalid simply because it is unsigned.