Delaware Code

6 Del. C. § 18-111 (2026)

Interpretation and enforcement of limited liability company agreement

✓ current as of May 2026

Find cases: SyfertCases citing this section DE-DELCdelcode.delaware.gov JustiaTitle on Justia CornellLII Search CasesGoogle Scholar

Any action to interpret, apply or enforce the provisions of a limited liability company agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, may be brought in the Court of Chancery.

As used in this section, the term “manager” refers to a person:

(1) Who is a “manager” as defined in § 18-101 of this title; and

(2) Whether or not a member of a limited liability company, who, although not a “manager” as defined in § 18-101 of this title, participates materially in the management of the limited liability company;

provided however, that the power to elect or otherwise select or to participate in the election or selection of a person to be a “manager” as defined in § 18-101 of this title shall not, by itself, constitute participation in the management of the limited liability company.

69 Del. Laws, c. 260, § 6; 76 Del. Laws, c. 387, § 3; 77 Del. Laws, c. 58, § 1; 82 Del. Laws, c. 48, § 1;

Notes of Decisions

Cited in 20 cases (16 in the last 5 years), 2017–2026 · leading case: Shareholder Rep. Servs. LLC v. DC Capital Partners Fund II, L.P. (Del. Ch. 2022).

Sort: Relevance Newest Treatment

Shareholder Rep. Servs. LLC v. DC Capital Partners Fund II, L.P. (Del. Ch. 2022). · cites it 3× “7, 2012) (holding that, with regard to Section 111’s analogue, 6 Del. C. § 18-111, “[d]efendant is correct that the statute’s [Section 111 analogue, 6 Del.”

Neil Smith v. Promonotory Fin. Grp., LLC (Del. Ch. 2019). · cites it 2× “LEGAL ANALYSIS The Plaintiffs ask, pursuant to 6 Del. C. § 18-111,166 that this Court interpret and enforce the provisions of PGI’s governing document; the Letter of Intent.”

Hanna v. Baier (Del. Super. Ct. 2020). · cites it 2× ““The Court of Chancery is a court of limited jurisdiction and only may acquire jurisdiction if: “(1) one or more of the plaintiff's claims .”

Shareholder Rep. Servs. LLC v. DC Capital Partners Fund II, L.P. (Del. Ch. 2022). · cites it 2× “19 The parties in B&C did not raise, and thus the court did not reach, the issue of whether this court has the discretion to deny jurisdiction over claims properly asserted under 6 Del. C. § 18-111. As such, the court found no need to comment on B&C in the Opinion.”

Cardinale v. Feingold (Del. Ch. 2023). · cites it 2× “21 The statute 17 See 6 Del. C. § 18-111. 18 See Klein v. ECG Topco Hldg.”

United BioSource LLC v. Bracket Holding Corp. (Del. Ch. 2017). “” According to Bracket, “[t]he only conceivable damage to UBC arises from a delay in payment to 30 Because I conclude that the Court has equitable jurisdiction over this case, I need not reach UBC’s alternative argument that jurisdiction is proper under 6 Del. C. § 18-111. 31…”

Vill. Green Holding, LLC v. Jonathan Holtzman (Del. Ch. 2018). “Innovative Discovery LLC, this Court has subject matter jurisdiction on the basis that it must interpret the Redemption Agreement, which, as an agreement among LLC members, is contemplated under the Limited Liability 53 6 Del. C. § 18-111. 18 Company Act and subject to this…”

In re Cadira Grp. Holdings, LLC Litig. (Del. Ch. 2021). “” 6 Del. C. § 18-111. Because Cadira’s funding claim seeks to enforce the contractual duties and obligations of KGH, as 40 III.”

Adam Klein & Tara Klein v. ECG Topco Holding, LLC (Del. Ch. 2022). “Though the plaintiffs attempt to parse the LLC Agreement to support an 28 Cedarview Opportunities Master Fund, L.P. v. Spanish Broad.”

Principal Growth Strategies, LLC v. AGH Parent LLC (Del. Ch. 2023). “Because the case involves a damages claim for breach of the limited liability company agreement of AGH Parent, the court has jurisdiction under Section 18-111 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-111. That section grants concurrent jurisdiction to the…”

Acme Markets, Inc. v. Oekos Kirkwood, LLC (Del. Ch. 2023). “The Plaintiff included 6 Del. C. § 18-111 as a basis for this Court’s jurisdiction.”

Purvi Gandi-Kapoor v. Hone Capital LLC (Del. Ch. 2023). “Despite its framing as a motion to dismiss for lack of subject matter jurisdiction, Rule 12(b)(1) is also used 20 6 Del. C. § 18-111. 21 Id. 14 to argue about whether a court should exercise the subject matter jurisdiction that it possesses.”

Show all 20 citing cases →

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.