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ELF ATOCHEM N. AMERICA, INC. v. JAFFARI
Supreme Court of Delaware (1999) | 727 A.2d 286
TL;DR: A member of a Delaware LLC sued derivatively in Delaware. The court dismissed the case, enforcing a forum selection clause in the LLC agreement that required all disputes be resolved in California, even though the LLC entity itself was not a signatory to the agreement.
Legal Significance: This case establishes that under Delaware's LLC Act, freedom of contract is paramount. An LLC is bound by its members' agreement, and contractual forum selection clauses are enforced over the Act's default jurisdictional provisions, even for derivative claims brought on behalf of the LLC.