Maine Revised Statutes

Me. Rev. Stat. tit. 31, § 1507 (2026)

Rules of construction

✓ current as of May 2026

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1. Freedom of contract. It is the policy of this chapter and this State to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements.

[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. Principles of law and equity. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

3. No application. Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.

[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

4. Subject to amendment or repeal. A limited liability company and a foreign limited liability company are subject to any amendment or repeal of this chapter.

[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

5. Assignments. Title 11, sections 9‑1406 and 9‑1408 do not apply to any interest in a limited liability company, including all rights, powers and interests arising under a limited liability company agreement or this chapter. This subsection prevails over Title 11, sections 9‑1406 and 9‑1408 and is intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Title 11, sections 9‑1406 and 9‑1408.

[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

SECTION HISTORY

PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 2014–2022 · leading case: Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019).

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Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). · cites it 2× “The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”

Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). · cites it 2× “To achieve this goal, the Act provides that the operating agreement of an LLC “governs relations among the members as members and between the members and the limited liability company.” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the…”

Poyner v. Henderson (Me. Super. Ct 2022). “” 31 M.R.S. § 1507(1). Here, Article XI of the LLC Agreement reads as follows: The doing of any act or the failure to do any act by Members or Manager(s), the effect of which may cause or result in loss or damage to the Company or its property, shall not subject the Members or…”

Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “See 31 M.R.S. § 1507(1). Pursuant to the Act, the Agreement controls the type of vote required to approve a merger, and to the extent the ''(A]greement does not otherwise provide for" the type of vote to approve a merger, the default rules of the Act control.”

— Me. Rev. Stat. tit. 31, § 1507(1) — 4 cases

Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”

Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “To achieve this goal, the Act provides that the operating agreement of an LLC “governs relations among the members as members and between the members and the limited liability company.” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the…”

Poyner v. Henderson (Me. Super. Ct 2022). “” 31 M.R.S. § 1507(1). Here, Article XI of the LLC Agreement reads as follows: The doing of any act or the failure to do any act by Members or Manager(s), the effect of which may cause or result in loss or damage to the Company or its property, shall not subject the Members or…”

Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “See 31 M.R.S. § 1507(1). Pursuant to the Act, the Agreement controls the type of vote required to approve a merger, and to the extent the ''(A]greement does not otherwise provide for" the type of vote to approve a merger, the default rules of the Act control.”

— Me. Rev. Stat. tit. 31, § 1507(2) — 2 cases

Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”

Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “To achieve this goal, the Act provides that the operating agreement of an LLC “governs relations among the members as members and between the members and the limited liability company.” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the…”

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