STEELE, Chief Justice.

William Lingo and Bryce Lingo, through their ownership in the William Penn Partnership, breached their fiduciary duties to the members of Del Bay Associates, LLC when they facilitated the sale of the Beacon Motel, Del Bay’s sole asset, under a deceptive and manipulative sales process. The Chancellor awarded Anis Saliba and Rosa Ksebe, members of Del Bay Associates to whom William Penn Partnership owed fiduciary duties, attorneys’ fees because of the faithless preliti-gation conduct of the William Penn fiduciaries. The Chancellor correctly found that the Lingos, acting for the William Penn Partnership, failed to meet their burden of establishing the entire fairness of the transaction because their prelitigation conduct rose to egregiousness and therefore, he did not abuse his discretion by awarding attorneys’ fees.

*752I. FACTS AND PROCEDURAL HISTORY

The Parties

Anis K. Saliba, M.D., is a retired surgeon who lives in Lewes, Delaware. Sali-ba, in his capacity as trustee of the Revocable Trust Agreement of Anís K. Saliba, owned a one-sixth interest in Del Bay.

Rosa Ksebe lives in Lewes, Delaware and is a trustee of the Revocable Trust Agreement of Kamal Ksebe, her deceased husband. In her capacity as trustee of the Ksebe Trust, Ksebe also owned a one-sixth interest in Del Bay.

Robert Hoyt, as trustee of the Revocable Trust of Robert M. Hoyt, also owned a one-sixth interest in Del Bay. Hoyt resides in Maryland.

The William Penn Partnership owned the remaining one half interest in Del Bay. William Penn is a partnership organized and existing under the laws of the State of Delaware with its principal place of business in Rehoboth Beach, Delaware. T. William (Bill) Lingo, Bryce Lingo, and their mother, Margaret Lingo, each own a one third interest in William Penn. Bryce and Bill are its managing partners.

Jack Lingo, Inc. Realtor, a real-estate agency in Sussex County employs the Lin-gos. Bill and Bryce are both Vice Presidents of Jack Lingo and are brokers of record.

J.G. Townsend Jr. & Co. is a Delaware Subchapter S corporation with its principal place of business in Georgetown, Delaware. JGT is a landholdings and agricultural company. The Lingos, together with their two younger brothers, collectively own 40% of JGT and form a majority of its board of directors. The Lingos serve on the JGT board of directors, and Bryce is the Chairman.

Beacon Revex, LLC is a Delaware limited liability company that was formed on or about June 12, 2003 to serve as the exchange accommodation titleholder for JGT in connection with the purchase of the Beacon Motel. Bill Lingo is the sole manager of Beacon Revex.

Background To Del Bay

Del Bay was originally formed in 1986 to construct a motel on land owned and contributed to Del Bay by Ksebe’s now deceased husband. Del Bay also received capital contributions from the William Penn Partnership, Hoyt, and Saliba. The parties divided Del Bay ownership interests as described above.

They built the Beacon Motel in 1987 on a four acre site in Lewes, Delaware. It is a three story structure, housing 66 guest units. It is located adjacent to the shops of downtown Lewes. The first floor of the Motel houses small commercial tenants typical of a beach community. It operates on a seasonal basis from May through September. For the three years predating the challenged sale, the Beacon Motel generated a net income stream of approximately $250,000 for Del Bay.

Del Bay converted to a Delaware LLC pursuant to an Operating Agreement dated December 23, 1994. The ownership interests of the members of the LLC remained the same as the interest of each partner in the partnership. Under the LLC Operating Agreement, “all decisions and approvals of the members” required a vote of two thirds of the interests held by the members.1 The Operating Agreement does not expressly eliminate any fiduciary duties. The Lingos were the initial managers, and the Lingos in fact remained the managers of Del Bay at all times relevant to this case. Under Article VII, the Oper*753ating Agreement provided a mechanism for members to dispose of their interest in Del Bay.2 A member who wished to dispose of his interest could first offer it to Del Bay, and then, if not accepted by Del Bay within 45 days, to the other members, at a price “determined by the accountant regularly employed by the Company.”3 A nonselling member would have 30 days to purchase the disposing member’s interest if Del Bay’s option lapsed unexercised. If a member’s offer to the Company or the other members lapsed or was waived, that member could then sell his interest to a third party.

Hoyt initially called periodic meetings of the members of Del Bay, but around 1998, Saliba and Ksebe had a falling out with the Lingos with respect to a real estate venture unrelated to this litigation. After the falling out, the Del Bay members ceased meeting together, and in July 2000, Hoyt contacted attorney James Griffin requesting an opinion concerning the disposition and or partition options for his ownership interest under the Operating Agreement. Hoyt indicated to Griffin that he was interested in selling his membership interest to Saliba and he asked whether two thirds of the members could force the sale of the Motel. Griffin “did not provide a clear answer” to the question of whether two thirds of the members could force a sale, but he did advise that under Article VII, any member who desired to dispose of their interest could do so by offering it to the Company and to the other members at the value determined by the Company’s accountant. Hoyt, disappointed with Griffin’s opinion, took no action. As of July 2000, neither Ksebe nor Saliba had any interest in selling the Motel.

Two offers to purchase the Motel property were presented to Del Bay before the Lingos decided to sell the entire property. In 2001, the Lingos declined an offer for $2 million, and in 2003, they declined an offer for $4 million. They never communicated either offer to Saliba or Ksebe.

Lingos Decide To Sell

The Lingos eventually decided to end their business relationship with Saliba and Ksebe. In May 2003, they sought the advice of attorney Bob Thomas, who responded that the Motel property could be sold with the approval of two thirds of the members. Thomas also informed the Lin-gos that Article VII of the agreement provided a mechanism for members to sell their respective interests in Del Bay. The Lingos decided they could sell the property using the two thirds vote provision after obtaining Hoyt’s approval.

To that end, the Lingos offered to sell the Motel to JGT,4 recognizing the benefit to JGT because the Motel produced cash and the sale would allow JGT to take advantage of a Section 1031 tax free exchange under the Internal Revenue Code. To take advantage of a tax deferral from a previously sold piece of property, JGT needed to purchase a replacement property by April 2004. The Lingos told the JGT board that they had decided to pay $6 million for the property. They provided JGT’s controller with financial information so that he could prepare a valuation for the JGT board. JGT’s controller prepared the business valuation for Del Bay on May 23, 2003. At no time did anyone send this information to Saliba or Ksebe.

Contemporaneously, the Lingos called Hoyt and told him that they had decided to sell the Motel and that their attorney had *754advised them that they could sell the property with the vote of two thirds of the memberships’ interests. The Lingos also told Hoyt they were working on a deal with JGT. On May 17, 2003, Hoyt received a prepared sales contract listing the Lin-gos and or their assignees as purchasers.

On May 19, Ksebe found a sales contract for the Motel in her mailbox. After Ksebe telephoned Saliba, he discovered a copy of the same sales contract in his mailbox. Attached to the contract was a note that read, “Mr. Hoyt has received a copy of the contract. Please call with questions.” The contract listed the Lingos and or their “assigns” as purchasers, and indicated a purchase price of $6 million. The contract indicated that settlement “shall be completed” on or before June 30, 2003.

The timing of the sale particularly disconcerted Saliba and Hoyt because they were scheduled to be out of town the week after they received the Lingos’ proposal and it came near the peak earning season for the Motel. However, on May 27, Sali-ba and Ksebe met with Griffin to discuss their options and gave him the signed Articles of Partnership (which had been superseded by the LLC Operating Agreement) because they could not locate a copy of the Operating Agreement.5 During the meeting, they advised Griffin that they did not want the property sold and also expressed their desire to purchase the property in the event they could not stop its sale. Accordingly, that same day, Griffin faxed a letter to Hoyt and the Lingos indicating Saliba and Ksebe’s desire to purchase Hoyt’s interest for $1 million and the Lin-gos’ combined interest for $3 million. Ksebe and Saliba understood their offer to include assumption of the outstanding $625,000 mortgage on the property, although the faxed offer letter did not expressly state so.

On or about the same time on May 27, the JGT board was evaluating the Business Valuation prepared by its controller while considering purchasing the property. Two days later, the Lingos telephoned Griffin to express a willingness to accept Saliba and Ksebe’s offer, but added the condition that the settlement must occur by June 30 for tax reasons related to a Section 1031 exchange. However, during this call, the Lingos did not advise Griffin that the Operating Agreement had superseded the Articles of Partnership referred to in his letter,6 that they had received the advice of counsel regarding the legal requirements to sell the property, or that JGT was considering purchasing the property. Furthermore, stating that June 30 was the operative date for a Section 1031 tax exchange was a direct misrepresentation as in fact JGT had until April 2004 to benefit from the exchange.

After hearing from Griffin on May 29 about the Lingos’ willingness to accept the offer, Saliba contacted Wilmington Trust and received adequate assurance of loan approval from a loan officer. Saliba then contacted Hoyt to inform him that Saliba and Ksebe would be willing to purchase *755Hoyt’s interest in Del Bay. June 2 and 3, Saliba and Hoyt both went out of town. The Lingos contacted Griffin on June 8, asked when a contract would be ready, and again misrepresented the significance of the June 30 date. Meanwhile, Saliba and Ksebe contacted Laurence Moynihan, an appraiser, to obtain a valuation of Del Bay to assure that the price was reasonable. Saliba explained to Hoyt that he was working to arrange financing and asked Hoyt to wait until June 11 before taking any action on the Lingos’ proposal.

Hoyt informed the Lingos that Saliba and Ksebe’s offer was superior because it included an assumption of the mortgage on the property. The Lingos then agreed to assume the mortgage. However, neither the Lingos nor Hoyt ever communicated this information to Saliba and Ksebe or their attorney, Griffin.

On June 10, 2003, the Lingos convinced Hoyt to sign the contract immediately so they could present it to the JGT board. The Lingos told Hoyt that if he did not sign the contract, JGT might back off. Hoyt signed the contract and faxed it to the Lingos. Neither Hoyt nor the Lingos contacted Saliba and Ksebe at that time to give them the opportunity to match or exceed the Lingo offer. On the same day, Moynihan gave Saliba and Ksebe a fairness opinion that valued the property at approximately $5.7 million. They believed this valuation to be low, but the appraisal did not dissuade them from pursuing the purchase.

The next day, Saliba tried to contact Hoyt to reconfirm his interest in purchasing Del Bay, but was unable to reach him. Saliba then contacted Del Bay’s accountant to obtain valuation information. Only then did he learn that Hoyt had already signed the sales contract with the Lingos. Two days later, on June 12, the JGT board formally approved the purchase of the Beacon Motel. The Lingos assigned their rights to purchase the property to JGT.

Aroünd June 23, JGT informed Griffin that the closing date was to be June 30, 2003. Four days later, Griffin contacted JGT’s attorney, Dennis Schrader, to object to the sale and renew his clients’ interest in negotiating a resolution to the dispute. Griffin also requested signed copies of the real estate sales contract and the Operating Agreement. The closing occurred on June 30, 2003. Saliba and Ksebe were not at the closing and no attorney was present to represent Del Bay’s interests. At the closing, Bill Lingo signed a Del Bay resolution, falsely stating that at a special June 30 meeting the members of Del Bay “unanimously” authorized the sale of the Beacon Motel.

JGT financed the purchase of the Motel through a Wilmington Trust loan. Wilmington Trust requested an appraisal, which Hospitality Appraisals, Inc. conducted, and concluded the fair market value of the property as is was $5,060,000. This appraisal also noted that the highest and best use of the property was as a commercial development, but it did not value the property on that basis.

Because JGT purchased the Beacon Motel as an exchange property, they received a $1.6 million tax refund in 2004 pursuant to Section 1031 of the Internal Revenue Code. The Lingos’ share was approximately $434,000 in total.

PROCEDURAL HISTORY

Appellees Saliba and Ksebe filed an action for breach of fiduciary duty against the managers of Del Bay Associates, LLC, on December 12, 2003. The case went to trial on November 27-30, 2006 and the Court of Chancery held post trial arguments on July 20, 2007. On May 5, 2009, the Chancellor reassigned the case. On *756May 14, 2009, the Chancellor issued a telephonic ruling holding that defendants failed to meet their burden of establishing the entire fairness of the sale. For the purpose of assessing damages, the Court directed the parties to select two experts who would be appointed to determine the value at which the property would likely have sold, on or about June 30, 2003, as a result of a fair bidding process in the open market in which all participants had the benefit of fair and accurate disclosure.

The experts opined that the market value of the Beacon Motel was $5.48 million. This figure was less than the price at which the Lingos orchestrated the sale to JGT. On April 12, 2010, the Chancellor issued his damage ruling — essentially awarding Appellees their attorneys’ fees, experts’ fees and costs.

II. ANALYSIS

A. William Penn Partnership Failed to Establish Its Burden of Entire Fairness.

As an initial matter, we will only set aside the factual findings of the Court of Chancery if they are clearly wrong.7 Our review of factual findings is deferential as long as “the findings are supported by the record and the conclusions are the product of an orderly and logical deductive process.”8

The parties here agree that managers of a Delaware limited liability company owe traditional fiduciary duties of loyalty and care to the members of the LLC, unless the parties expressly modify or eliminate those duties in the operating agreement.9 The Del Bay Operating Agreement did not purport to modify or eliminate fiduciary duties and it named the Lingos as the managers of the LLC.10 Therefore, as fiduciaries the parties here agree that the Lingos owe fiduciary duties of loyalty and care to the members of Del Bay. The Lingos here acted in them own self interest by orchestrating the sale of Del Bay’s sole asset, the Beacon Motel, on terms that were favorable to them. By standing on both sides of the transaction— as the seller, through their interest in and status as managers of Del Bay, and the buyer, through their interest in JGT — they bear the burden of demonstrating the entire fairness of the transaction.11

The concept of entire fairness consists of two blended elements: fair dealing and fair price.12 Fair dealing involves analyzing how the transaction was structured, the timing, disclosures, and approvals.13 Fair price relates to the economic and financial considerations of the transaction.14 We examine the transaction as a whole and both aspects of the test *757must be satisfied;15 a party does not meet the entire fairness standard simply by showing that the price fell within a reasonable range that would be considered fair.16

Here, the Chancellor appropriately lacked confidence in the process. Because the Lingos procured the sale of the Beacon Motel without full disclosure to the other members of Del Bay, it is impossible to demonstrate that the sale was entirely fair, no matter what the price. The Lingos manipulated the sales process through misrepresentations and repeated material omissions such as (1) imposing an artificial deadline justified by “tax purposes;” (2) failing to inform Saliba and Ksebe that they were matching their offer by assuming the existing mortgage; (3) failing to inform Saliba and Ksebe that they had already committed to selling the property to JGT, an entity the Lingos controlled; (4) failing to inform Saliba and Ksebe that Hoyt signed the contract on June 10th and that the JGT board approved the purchase of the Beacon Motel on June 13th; (5) failing to inform Saliba, Ksebe and their counsel that the partnership agreement had been superseded and the Lingos had been advised by counsel of the requirements to sell the Beacon Motel under the LLC Agreement; and (6) failing to hold a vote on the transaction as required by the Operating Agreement, while falsely stating that the Del Bay members unanimously authorized the sale at a special meeting. Because the Lingos acted in their own self interest and contrary to the interests of other members of Del Bay, their actions precluded the possibility that the property would be sold pursuant to an open and fair process. Therefore, the Lingos failed to meet their burden of establishing fair dealing.

While fair dealing and fair price are distinct concepts, the burden to establish them is not bifurcated. Rather, this Court must evaluate a transaction as a whole to determine if the interested party has met his burden of establishing entire fairness.

The Lingos argue here that the deal was entirely fair because the purchase price was a premium to the appraisal price. JGT paid $6,625,000 for the Beacon Motel, which the Lingos contend was within the range of fairness based on numerous property valuations. First, Saliba and Ksebe requested a valuation report from Larry Moynihan. Moynihan valued the property between $5,176,000-$5,681,000 in June 2003. Next, Robert White performed a valuation at the request of Wilmington Trust, the mortgage lender for JGT. White valued the property “as is” at $5,060,000 as of August 2003. However, White concluded that the highest and best use of the improved portion of the property was not as a hotel or motel, but rather as a commercial development with mixed dwellings. Despite this assertion, White did not provide a valuation of the property as a commercial development. Also, Joe Melson, Jr. performed a valuation, at the request of Saliba and Ksebe, with an effective date of June 2006. Melson completed his valuation from the standpoint that the property’s highest and best use included demolition of the existing improvements and redevelopment of the site with a mixed use building of commercial space and residential condominiums. Melson valued the property under those conditions in 2006 at $8,000,000.17 After trial, the *758Chancellor appointed independent experts18 to determine the value at which the property would likely have sold as a result of a fair bidding process in the open market in which all participants had the benefit of full and accurate disclosure. The Court retained appraisal valued the property at $5,480,000.19 Merely showing that the sale price was in the range of fairness, however, does not necessarily satisfy the entire fairness burden20 when fiduciaries stand on both sides of a transaction and manipulate the sales process. Here, the Lingos manipulation of the sales process denied Saliba and Ksebe the benefit of knowing the price a fair bidding process might have brought.

The Court of Chancery had ample evidence on which to base its conclusion that the Lingos prevented a fair and open process by withholding full information, providing misleading information, and imposing an artificial deadline on the transaction. The Lingos’ self interest in the transaction and their domination of the sales process tainted the entire transaction. Therefore, we hold that the record supports the Chancellor’s factual findings and the Chancellor’s conclusions are not clearly wrong.

B. As a Matter of Law and Equity, the Court of Chancery Properly Awarded Attorneys’ Fees and Costs.

We review awards of attorneys’ fees for abuse of discretion.21 We do not substitute our own notions of what is right for those of the trial judge if that judgment was based upon conscience and reason, as opposed to capriciousness or arbitrariness.22 We also review awards for damages for abuse of discretion.23

Generally, under what is commonly known as the American Rule, “absent express statutory provisions to the contrary, each party involved in litigation will bear only their individual attorneys’ fees no matter what the outcome of the litigation.”24 Nevertheless, the Court of Chancery has broad discretionary power to fashion appropriate equitable relief.25 In fact, “where there has been a breach of the duty of loyalty, as here, potentially harsher rules come into play and the scope of recovery for a breach of the duty of loyalty is not to be determined narrowly.... The strict imposition of penalties under Delaware law are designed to discourage disloyalty.”26

*759Saliba and Ksebe were left without a typical damage award because the Court’s appraisal of the property came in at a value lower than the sale price. The Chancellor concluded it would be unfair and inequitable for Saliba and Ksebe to shoulder the costs of litigation arising out of improper prelitigation conduct attributable to the Lingos that amounted to a violation of their fiduciary duties. The Chancellor’s decision to award attorneys’ fees and costs was well within his discretion and is supported by Delaware law in order to discourage outright acts of disloyalty by fiduciaries.27 Absent this award, Saliba and Ksebe would have been penalized for bringing a successful claim against the Lingos for breach of their fiduciary duty of loyalty.

Because the Court of Chancery based its decision to award attorneys’ fees and costs on the faithless conduct of the Lingos, the decision was neither arbitrary nor capricious. The Court of Chancery based its decision on conscience and reason by upholding Delaware law and discouraging disloyalty.

CONCLUSION

The Chancellor did not err by holding that the Lingos failed to meet the burden of establishing the entire fairness of a transaction on which they, as fiduciaries, stood on both sides. Furthermore, the Chancellor did not abuse his broad discretion in fashioning an equitable remedy and awarding Saliba and Ksebe attorneys’ fees, expert expenses, and costs.

The judgment of the Court of Chancery is affirmed.

OPINION

LASTER, Vice Chancellor.

This case began as a control dispute in which the managing member of Oculus Capital Group, LLC (“Oculus,” “OCG,” or the “Company”) sought to block the non-managing member from attempting to take over the managerial role. After a stipulated order and assorted rulings, the control dispute has largely been resolved. What remains are the non-managing member’s counterclaims, which seek damages from the managing member and its human controller based on the actions they took that caused the relationship between the parties to deteriorate and led to the control dispute. The plaintiffs have moved to dismiss the counterclaims. Their motion is partially granted.

I. FACTUAL BACKGROUND

The facts for purposes of the motions are drawn from the counterclaims (cited as “CC”) and the documents they incorporate by reference. All reasonable inferences are drawn in favor of the non-movant.

A. A New Business Relationship

Before the events giving rise to this litigation, plaintiff Christopher J. Feeley and defendant Andrea Akel worked for NorthMarq Capital Group, Inc., where they identified and structured real estate transactions. In late 2009, Feeley and Akel wanted to strike out on their own, but they needed financing for their business. When other sources proved unavailable, Akel turned to her father, defendant George Akel, who is a successful real estate developer. George Akel had invested in other real estate projects with defendant David Newman, who joined the discussions. Newman in turn brought in defendant David Hughes, with whom Newman had invested in the past.

George Akel, Newman, and Hughes liked the idea of backing George’s daughter, but they were “not previously acquainted with Feeley” and “were concerned about going into business with an untested stranger.” CC ¶ 190. “Eventually, however, Feeley sold himself to Mr. Akel, Mr. Newman, and Mr. Hughes by convincing them that he was extremely well connected in the world of financing and that he had an extensive ‘book of business’ that he would be able to employ to seek out and secure sources of equity and debt financing.” Id. According to the counterclaims, George Akel, Newman, and Hughes nevertheless “were unwilling to commit to a long-term relationship in untested waters.” Id. ¶ 191. They allegedly insisted “that the relationship would be an experiment” and “that the entity formed by Mr. Akel, Mr. Newman, and Mr. Hughes ... would be able to end after two years if they were not satisfied with the outcome.” Id. As will be seen, the plain language of the relevant agreements does not impose a two-year time limit on the venture or give the entity formed by George Akel, Newman, and Hughes a termination right.

B. The Parties Form Oculus.

In January 2010, the parties formed Oculus as a Delaware limited liability company. The two members of Oculus are plaintiff AK-Feel, LLC (“AK-Feel” or “AFE”), a Delaware limited liability company, and defendant and counterclaim plaintiff NHAOCG, LLC (“NHA”), a New York limited liability company. AK-Feel’s two members are Feeley and Andrea Akel. NHA’s three members are entities affiliated with Newman, Hughes, and George Akel. AK-Feel and NHA each hold a 50% *654member interest in Oculus, but AK-Feel serves as the managing member. See Compl. Ex. A § 4.1(a) (the “Operating Agreement” or “OA”). As managing member, AK-Feel generally has authority to run the day-to-day business of Oculus, subject to NHA having approval rights over certain major decisions. See id. § 4.1(b).

Feeley serves as the managing member of AK-Feel. In that capacity, he controls the activities of both AK-Feel and Oculus. In addition, Feeley serves as the President and CEO of Oculus pursuant to the terms of an employment agreement. See Compl. Ex. C (the “Employment Agreement” or “EA”). The Employment Agreement mandates that any disputes arising under or relating to its terms be referred to arbitration. Id. § 9.

C. The Parties’ Relationship Sours.

NHA alleges that “Feeley failed miserably” in his managerial roles at Oculus and that his “vaunted ‘book of business’ and his supposed acumen as a financier proved to be illusory.” CC ¶¶ 209-10. According to NHA, “Feeley identified few projects over the two-year period, and one of the only ones he arguably ‘found’ — The Gatherings project in Florida — ended in disaster due to Feeley’s gross negligence.” Id. ¶210. NHA asserts that after the failed Gatherings project, Feeley began “negotiating student housing deals for his own account” instead of presenting them to NHA for consideration by Oculus. Id. ¶ 225.

The Gatherings project fell through in November 2011. Oculus had signed a contract to acquire the property during the summer which called for Oculus to tender a deposit payment in a specific amount and stated that time was of the essence. Fee-ley tendered less than what the contract specified. The seller declared a default and cancelled the contract. Oculus forfeited a portion of its deposit, became obligated to reimburse a co-investor for its investment, suffered financing penalties, and lost the fees that would have been earned had the deal closed. See id. ¶¶ 221-22. Fee-ley has offered to make NHA whole for its losses, but NHA regards that as an empty promise. See id. ¶ 223.

D. The Delaware Litigation

Dissatisfied with Feeley in general and angry about the Gatherings debacle, the principals of NHA decided to end their business relationship with Feeley and attempted to take over Oculus. On March 5, 2012, Feeley and AK-Feel filed this litigation, in which they sought to block NHA’s attempt and establish their continuing control. On March 23, the parties entered into a stipulation resolving the near-term control issues and mooting the need for an expedited trial. Dkt. 57.

After settlement discussions failed, the plaintiffs filed an amended complaint, which NHA answered. The plaintiffs moved for judgment on the pleadings on certain of their claims, and that motion was largely granted. See Feeley v. NHAOCG, LLC, 2012 WL 4859157 (Del. Ch. Oct. 12, 2012). Between the March 23 stipulation and the partial judgment on the pleadings, the control dispute that sparked this litigation has been resolved.

What remains are NHA’s counterclaims, through which NHA seeks to recover damages from AK-Feel and Feeley for the failed Gatherings transaction, Feeley’s alleged diversions of real estate opportunities, and other events that caused the parties’ relationship to fracture. NHA also seeks to enforce its claimed right to end the Oculus venture after two years. AK-Feel and Feeley have moved to dismiss the counterclaims.

*655II. LEGAL ANALYSIS

When considering a motion to dismiss, all well-pled factual allegations in the counterclaims must be accepted as true and all reasonable inferences drawn in favor of the non-movants. See Cent. Mortg. Co. v. Morgan Stanley Mortg. Capital Hldgs. LLC, 27 A.3d 531, 536 (Del. 2011). A pleading only can be dismissed if it fails to state a claim on which relief can be granted under this liberal pleading standard. See id.; Ch. Ct. R. 12(b)(6).

NHA organizes its counterclaims into five counts. Count I contends that AK-Feel breached the Operating Agreement by acting in a grossly negligent manner or engaging in willful misconduct in connection with the Gatherings transaction, by diverting investment opportunities that should have been passed along to Oculus, and by failing to perform a list of other “obligations pursuant to the OCG Operating Agreement.” CC ¶ 245. Count II alleges that Feeley aided and abetted the breaches of the Operating Agreement outlined in Count I. Count III alleges that both AK-Feel and Feeley owe “default fiduciary duties” to NHA, which they breached by engaging in the acts described in Count I. Id. ¶¶ 253, 255. Count IV is styled as a separate claim for negligence. Count V seeks a declaratory judgment that NHA has the right to cause Oculus to “cease ... business operations,” which NHA defines as “the search for business and financing opportunities.” Id. ¶ 269. NHA believes that Oculus would and, despite ostensibly “ceasing business operations” could, continue as a passive investor in its existing projects, receive distributions from those projects, and pass them along to NHA and AK-Feel.

A. Arbitration

As a threshold matter, Feeley argues that any counterclaims against him necessarily arise out of actions he took as President and CEO of Oculus, relate to his Employment Agreement, and therefore must be arbitrated. Feeley is partially correct.

Section 9 of the Employment Agreement states:

Any controversy, dispute or claim arising out of or relating to this Agreement or the breach hereof which cannot be settled by mutual agreement ... shall be finally settled by arbitration as follows: Any party who is aggrieved shall deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice shall be submitted to arbitration in Philadelphia, Pennsylvania, to the American Arbitration Association [sic] Association’s Arbitration Rules....

EA § 9. Section 9 confers the authority to decide substantive arbitrability on the arbitrators, so if there is a non-frivolous reason to think that the claims against Feeley could be arbitrable, the arbitrators must be allowed to decide the question of substantive arbitrability before this case proceeds any further. See GTSI Corp. v. Eyak Tech., LLC, 10 A.3d 1116, 1121 (Del. Ch.2010).

Delaware public policy favors arbitration. SBC Interactive, Inc. v. Corporate Media P’rs, 714 A.2d 758, 761 (Del. 1998). “A strong presumption exists in favor of arbitration, and, accordingly, contractual arbitration clauses are generally interpreted broadly by the courts.” ÑAMA Hldgs., LLC v. Related World Mkt. Ctr., LLC, 922 A.2d 417, 430 (Del.Ch. 2007). This presumption, however, “will not trump basic principles of contract interpretation.” Id. A party “cannot be required to submit to arbitration any dispute which [it] has not agreed so to submit.” James & Jackson, LLC v. Willie Gary, *656LLC, 906 A.2d 76, 78 (Del.2006) (internal quotation marks omitted). A court should not compel a party to arbitrate a cause of action independent of the agreement containing the arbitration provision. A cause of action is independent of an agreement if does not “touch on contract rights or contract performance” under that agreement. Parfi Hldg. AB v. Mirror Image Internet, Inc., 817 A.2d 149, 155 (Del.2002). Put differently, a cause of action is independent if it “could [have been] brought had the parties not signed” the contract containing the arbitration clause. Id. at 156 n. 24. Consistent with Parfi, this Court has not required arbitration of causes of action that were “not to any degree intertwined” with the contract containing the arbitration clause, NAMA, 922 A.2d at 434, or where the party could plead its affirmative claim “without ever mentioning” the contract containing the arbitration clause, Majkowslci v. American Imaging Management Services LLC, 913 A.2d 572, 583 (Del.Ch.2006).

NHA’s claims against Feeley require careful parsing. The Employment Agreement gives rise to and governs Feeley’s service in his capacities as President and CEO of Oculus, and a claim for breach of the fiduciary duties owed by Feeley in those capacities is therefore subject to arbitration. See Elf Atochem N. Am. v. Jajfari, 727 A.2d 286, 293-94 (Del.1999) (requiring arbitration of claims for breach of fiduciary duty by manager when LLC agreement giving rise to manager’s status and duties contained mandatory arbitration clause). In Parfi, however, the Delaware Supreme Court held that this Court erred by sending breach of fiduciary duty claims to arbitration when the arbitration provision appeared in a distribution agreement that neither gave rise to nor governed the defendants’ status as fiduciaries and when the claims could be asserted independent of the distribution agreement. 817 A.2d at 156-57. The Supreme Court recognized that the breach of fiduciary duty claims “arise from some or all of the same facts” that provided the basis for arbitrable breach of contract claims, but held that the common factual underpinnings did not warrant arbitration. Id. at 157. “[P]urportedly independent actions do not touch matters implicated in a contract if the independent cause of action could be brought had the parties not signed a contract.” Id. at 156 n. 24. Under Parfi, claims that could be pled against Feeley without implicating his Employment Agreement need not be referred to arbitration.

Count II asserts a cause of action against Feeley for aiding and abetting any breach by AK-Feel, and Count IV asserts a cause of action for breach of duty against Feeley in his capacity as the managing member of AK-Feel. Both causes of action would exist and could be brought even if Feeley had never signed the Employment Agreement. NHA could have and has pled its causes of action without ever mentioning the Employment Agreement. Those claims against Feeley are therefore not subject to arbitration.

Count III, however, alleges that “plaintiff Feeley, in his role as actual manager of OCG, also owes default fiduciaries to NHA” and contends that Feeley breached those duties. CC ¶¶ 253-54. There is a non-frivolous argument that by suing Fee-ley for breaches of duty “in his role as actual manager of OCG,” NHA has sued Feeley for breach of his duties as President and CEO of Oculus, a claim that arises out of his Employment Agreement. Count III therefore must be stayed as to Feeley pending the outcome of a decision by the arbitrators on the issue of substantive arbitrability and, if the arbitrators *657conclude that they have jurisdiction, the outcome of the arbitration.

B. Count I: Breach Of Contract

In Count I, NHA contends that AK-Feel breached its contractual obligations under the Oculus Operating Agreement. The count has three subsections. In the first subsection, NHA alleges that AK-Feel was grossly negligent in failing to complete the Gatherings transaction. See CC ¶¶ 239-41. AK-Feel has answered this aspect of Count I, so it is not at issue on the motion to dismiss. AK-Feel has moved to dismiss the other two subsections of Count I. With one exception, this aspect of the motion to dismiss is granted.

In the second subsection of Count I, NHA alleges that AK-Feel engaged in “self-dealing” by usurping opportunities that belonged to Oculus. See id. ¶¶ 242-44. AK-Feel responds that it could not have violated a contractual restriction on taking opportunities because it had no contractual obligation to present opportunities to Oculus. Dkt. 187 at 21 n. 6. As a matter of contract (although not as a matter of fiduciary duty), AK-Feel is correct. Only NHA undertook a contractual obligation to present opportunities to Oculus.

In Section 3.8(d) of the Operating Agreement, NHA agreed that “[f]or so long as Christopher J. Feeley is employed by the Company, NHA and its members shall refer to the Company any investment opportunity in multifamily housing or student housing identified by or presented to NHA or its members_” OA § 3.8(d). AK-Feel did not agree to a parallel obligation. Instead, AK-Feel agreed that it would not pursue any business interests whatsoever except investment opportunities that NHA did not approve for Oculus. Section 4.4 of the Operating Agreement states:

Subject to its right to pursue investment opportunities as provided below, AFE, in its role as Managing Member, shall be required to manage the Company as its sole and exclusive function and it may not have other business interests or engage in other activities in addition to those relating to the Company. In the event NHA declines to participate in an investment opportunity of the Company, AFE shall have the right to pursue such investment opportunity on its own behalf, independent of the Company or NHA, and the Company shall not have any ownership interest or other involvement with such opportunity.

Id. § 4.4 (emphasis added). For opportunities that NHA declines and AK-Feel pursues independently, Oculus remains entitled to “earn the appropriate fees” upon closing “if the Company, AFE or the member [sic] of AFE participate in the origination and sourcing of the capital or, debt for such investment.” Id. AK-Feel did not agree to present business opportunities to Oculus. Instead it agreed that the only business AK-Feel would conduct would be managing Oculus or pursuing business opportunities that NHA turned down.

Count I does not allege that AK-Feel is engaged in activities other than managing Oculus or owns other business interests. Count I only pleads that Feeley has developed investment opportunities through entities other than AK-Feel and Oculus. As discussed below, these allegations plead a claim for breach of the fiduciary duty of loyalty, but they do not plead a claim for breach of Section 4.4. This subsection of Count I is therefore dismissed.

In the third subsection of Count I, NHA lists five additional contractual defaults that allegedly have occurred. The following quotation comprises the sum total of the allegations in the counterclaims about these additional defaults:

*658By Stipulation so-ordered by the Court on March 26, 2010, defendants, among other things, acknowledged that AFE had been and remained Managing Member of OCG, and reinstated plaintiff Fee-ley as OCG’s employee with back pay. Since that time, AFE has failed to perform its obligations pursuant to the OCG Operating Agreement in that AFE:

a) Has failed to seek out and present investment and financing opportunities to AFE.

b) Upon information and belief, has sought out such opportunities on its own behalf or on behalf of plaintiff Feeley.

c) Has failed to provide timely and complete information to NHA in response to NHA’s reasonable requests.

d) Has failed to submit a budget for OCG’s operations during 2012.

e) Has otherwise failed to provide sound management as required by the OCG operating Agreement.

CC ¶ 246.

The allegation in subparagraph (d) that Feeley has failed to submit a budget for 2012 is clear, presumed true on a motion to dismiss, and states a claim. The other allegations of paragraph 246 do not state a claim. Subparagraphs (a) and (b) repeat the allegations about diverting opportunities, are duplicative of the second subsection of Count I, and already have been addressed. Subparagraphs (c) and (e) are conclusory in the extreme and unsupported by any pled facts. As to these four alleged defaults, Count I is dismissed. Count I survives only as to the allegation in paragraph 246(d) and the first subsection, which AK-Feel chose to answer.

C. Count II: Aiding and Abetting The Breaches Of The Operating Agreement

In Count II, NHA contends that Feeley “aided and abetted plaintiff AFE in its breaches of contract as set forth in Count I of these counterclaims.” CC ¶ 249. “ ‘The elements of a claim for aiding and abetting a breach of fiduciary duty are (1) the existence of a fiduciary relationship, (2) the fiduciary breached its duty, (3) a defendant, who is not a fiduciary, knowingly participated in [the] breach, and (4) damages to the plaintiff resulted from the concerted action of the fiduciary and the non-fiduciary.’ ” Gotham P’rs, L.P. v. Hailwood, Realty P’rs, L.P., 817 A.2d 160, 172 (Del.2002) (quoting Fitzgerald v. Cantor, 1999 WL 182573, at *1 (Del.Ch. Mar. 25,1999)).

When dealing with commercial contracts rather than entity agreements, Delaware law does not recognize the concept of aiding and abetting a breach of contract. See Gotham P’rs, L.P., 817 A.2d at 172. In Gotham Partners, however, the Delaware Supreme Court held that two individuals and a corporation who were not parties to a limited partnership agreement but who controlled the corporate general partner could be held responsible for aiding and abetting a breach of the contractual duties imposed by the limited partnership agreement on the corporate general partner. See id. The corporate general partner was a wholly owned subsidiary of Hailwood Group Incorporated (“HGI”). Two officers of HGI, Anthony Gumbiner and William Guzzetti, served on the board of directors of the corporate general partner. See id. at 164. Chancellor Strine, then Vice Chancellor, held that the corporate general partner breached a contractual duty imposed by the limited partnership agreement to act fairly towards the partnership and its limited partners, which he found was substantially equivalent to the fiduciary duty standard that otherwise would apply to an interested transaction. *659See id. at 168-69. The Chancellor held, and the Delaware Supreme Court agreed, that HGI, Gumbiner, and Guzzetti were liable on a theory of aiding and abetting: “[W]here a corporate General Partner fails to comply with a contractual standard [of fiduciary duty] that supplants traditional fiduciary duties, and the General Partner’s failure is caused by its directors and controlling stockholder, the directors and controlling stockholder remain liable.” Id. at 173 (internal quotation marks omitted; second alteration in original); see also Fitzgerald, 1999 WL 182573, at *1-2 (“To hold that there is no claim for aiding and abetting the breach of a fiduciary duty created by a contract pursuant ... would deprive a partnership and its partners of claims against those who encourage or otherwise collaborate with a partner which breaches fiduciary duties for which all partners contracted.”).

AK-Feel and Feeley do not dispute that the first subsection of Count I pleads a claim that AK-Feel breached the Operating Agreement by acting in a grossly negligent manner or engaging in willful misconduct in connection with the Gatherings transaction. Candidly, I cannot find any contractual obligation in the Operating Agreement that would require AK-Feel to exercise due care or abjure intentional wrongdoing. The Operating Agreement appears to accept that those obligations exist as fiduciary default rules independent of the Operating Agreement, and then excludes violations of those duties from the scope of the Operating Agreement’s exculpatory provision. Nevertheless, because AK-Feel and Feeley have not challenged this aspect of Count I, I will assume for purposes of the aiding and abetting count that the Operating Agreement in fact imposes contractual obligations of this kind.

Given that assumption, Count II pleads a Gotham Partners ■ claim against Feeley for aiding and abetting a breach of contract (odd as that sounds) to the same extent that a claim was pled in Count I: As the managing member and sole decision-maker of AK-Feel, Feeley made the challenged decisions and carried them out on behalf of AK-Feel. He therefore participated knowingly in the contractual breaches of duty. See, e.g., Triton Const. Co. v. E. Shore Elec. Servs., 2009 WL 1387115, *16 (DeLCh. May 18, 2009) (equating knowledge of entity and controlling person for purposes of aiding and abetting); Teachers’ Ret. Sys. of La. v. Aidinoff, 900 A.2d 654, 671 (Del.Ch.2006) (same). The motion to dismiss Count II is denied.

D. Count III: Breach Of Default Fiduciary Duty

In Count III of the Counterclaims, NHA contends that AK-Feel breached the “default fiduciary duties” it owed as managing member of Oculus and that Feeley breached the “default fiduciary duties” he owed as the “actual manager” of Oculus. CC ¶ 253. The latter claim has been stayed pending arbitration. See Part II.A, supra. The allegations against AK-Feel state a claim.

1. Default Fiduciary Duties Apply.

To defeat Count III, AK-Feel argues strenuously that LLCs are creatures of contract and that the managing member of an LLC owes only the duties explicitly stated in the operating agreement. AK-Feel also asserts that because NHA pled a claim for breach of contractual duties in Count I, and because AK-Feel answered a portion of that claim, NHA has conceded that only contractual duties exist.

NHA did not make a procedural concession; NHA pled in the alternative. “There is no doubt that alternative pleading, if clearly set forth as such, is permissible.” Halliburton Co. v. Highlands Ins. *660Group, Inc., 811 A.2d 277, 280 (Del.2002); see Ch. Ct. R. 8(e)(2) (authorizing pleading in the alternative). NHA squarely contends that as a matter of Delaware law, AK-Feel owes default fiduciary duties as the managing member of Oculus, unless the Operating Agreement plainly restricts or eliminates them, and that AK-Feel breached its fiduciary duties.

Numerous Court of Chancery decisions hold that the managers of an LLC owe fiduciary duties.1 Most recently, in Auriga Capital Corp. v. Gatz Properties, LLC, 40 A.3d 889 (Del.Ch.2012), ajfd sub nom. Gatz Properties, LLC v. Auriga Capital Corp., 59 A.3d 1206, 2012 WL 5425227 (Del.2012), Chancellor Strine explained why the managers of an LLC owe default fiduciary duties unless those duties are eliminated, restricted, or otherwise displaced by express language in the LLC operating agreement. On appeal, in affirming the Chancellor’s decision on the merits, the Delaware Supreme Court made clear that the comments about default fiduciary duties were “dictum without any precedential value.” Gatz Props., LLC v. Auriga Capital Corp., 59 A.3d 1206, 1218, 2012 WL 5425227, at *9 (Del.2012). The high court did not rule on whether the managers of an LLC owe default fiduciary duties. Id. at 1218-19.

As the Delaware Supreme Court recognized in Gatz, the long line of Chancery precedents holding that default fiduciary duties apply to the managers of an LLC are not binding on the Supreme Court, but are appropriately viewed as stare decisis by this Court. Gatz, 59 A.3d at 1218-19. Although the Delaware Supreme Court determined that the Chancellor should not have reached the question of default fiduciary duties, his explanation of the ratio*661nale for imposing default fiduciary duties remains persuasive, at least to me. In citing the Chancellor’s discussion I do not treat it as precedential, but rather afford his views the same weight as a law review article, a form of authority the Delaware Supreme Court often cites. See, e.g., id. at 1220 n. 73,1222 n. 89.

For reasons that were explained at greater length by the Chancellor, the Delaware Limited Liability Company Act (the “LLC Act”) contemplates that equitable fiduciary duties will apply by default to a manager or managing member of a Delaware LLC. Section 18-1104 states that “[i]n any case not provided for in this chapter, the rules of law and equity ... shall govern.” 6 Del. C. § 18-1104. Like the Delaware General Corporation Law, the LLC Act does not explicitly provide for fiduciary duties of loyalty or care; consequently, the traditional rules of law and equity govern. See Auriga, 40 A.3d at 849-56. “A fiduciary relationship is a situation where one person reposes special trust in and reliance on the judgment of another or where a special duty exists on the part of one person to protect the interests of another.” Metro Ambulance, Inc. v. E. Med. Billing, Inc., 1995 WL 409015, at *2 (DeLCh. July 5, 1995) (quoting Cheese Shop Int’l, Inc. v. Steele, 303 A.2d 689, 690 (Del.Ch.1973), rev’d on other grounds 311 A.2d 870 (Del.1973)). The managing member of an LLC “is vested with discretionary power to manage the business of the LLC” and “easily fits the definition of a fiduciary.” Auriga, 40 A.3d at 850-51.

A plain reading of Section 18 — 1101(c) of the LLC Act is consistent with Section 18-1104 and confirms that default fiduciary duties apply. Section 18-1101(c) states:

To the extent that, at law or in equity, a member or manager or other person has duties (including fiduciary duties) to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member’s or manager’s or other person’s duties may be expanded or restricted or eliminated by provisions in the limited liability company agreement....

6 Del. C. § 18 — 1101(c). In his discussion in Auriga, the Chancellor reviewed the history of this provision, including the amendments adopted in response to dictum from the Delaware Supreme Court in Gotham Partners. See Auriga, 40 A.3d at 851-52. For the reasons that the Chancellor outlined in Auriga, the language and drafting history of Section 18 — 1101(c) support the existence of default fiduciary duties, because otherwise there would be nothing for the operating company agreement to expand, restrict, or eliminate. Id. at 852.

The introductory phrase “[t]o the extent that” in Section 18-1101(c) does not imply that the General Assembly was agnostic about the ontological question of whether fiduciary duties exist in limited liability companies. The same phrase appears in the parallel provision in the Delaware Limited Partnership Act (the “LP Act”), 6 Del. C. § 17-1101(d), and there has never been any serious doubt that the general partner of a Delaware limited partnership owes fiduciary duties.2 As the Chancellor ex*662plained in Amiga, the introductory phrase “makes clear that the statute does not itself impose some broader scope of fiduciary coverage than traditional principles of equity.” Auriga, 40 A.3d at 850 n. 34.

Put differently, the phrase “[t]o the extent that” embodies efficiency in drafting by the organs of the bar responsible for overseeing the alternative entity statutes and recommending changes to the General Assembly. In Section 17-1101(d), the full introductory phrase is “[t]o the extent that, at law or in equity, a partner or other person has duties (including fiduciary duties).” Under the LP Act, there are two basic types of partners: general partners and limited partners. Compare 6 Del. C. § 17-401 (admission of general partner) and § 17-403 (general powers and liabilities of a general partner) with § 17-301 (admission of limited partner). General partners owe default fiduciary duties. Passive limited partners do not owe default fiduciary duties, but under certain circumstances, they can assume fiduciary duties if they take on an active role in the management of the entity. See, e.g., Cantor Fitzgerald, L.P. v. Cantor, 2000 WL 307370, at *22 (Del.Ch. Mar. 13, 2000) (imposing fiduciary duties on limited partners based on circumstances of limited partnership’s business); KE Prop. Mgmt., Inc. v. 275 Madison Mgmt., 19 Del. J. Corp. L. 805, 821-22, 1993 WL 285900 (Del.Ch. July 27, 1993) (imposing fiduciary duties on limited partner who exercised discretionary authority). A “partner” thus might, or might not, owe default fiduciary duties. For Section 17 — 1101(d) to say that fiduciary duties can be restricted or eliminated “[t]o the extent that ... a partner” owes fiduciary duties recognizes these possibilities. A “person” similarly might not owe fiduciary duties to the entity, or could owe duties as an officer or employee of the partnership, as an agent, or as a party who controls an entity that serves in a fiduciary capacity. See Part II.E.2, infra. For Section 17 — 1101(d) to say that fiduciary duties can be restricted or eliminated “[t]o the extent that ... a partner or other person” owes fiduciary duties acknowledges these situationally specific possibilities and recognizes that epistemological questions about the extent to which a partner or other person owes duties will be answered by the role being played, the relationship to the entity, and the facts of the case.

The same is true for the LLC Act. Two of the three nouns that follow the phrase “[t]o the extent that” in Section 18 — 1101(c) (“member or manager or other person”) may, or may not, owe fiduciary duties depending on the situation. Under the LLC Act, there are two basic types of members: members who are also managers and exercise managerial functions in a member-managed LLC, and members who are passive investors like limited partners. Compare 6 Del. C. § 18-401 (admission of managers) and § 18^102 (management of limited liability company) with § 18-301 (admission of members). Managers and managing members owe default fiduciary duties; passive members do not. As with a limited partnership, a “person” may owe fiduciary duties depending on whether that person controls a manager of the *663LLC or otherwise has a fiduciary relationship to the LLC. The phrase “[t]o the extent that” recognizes these differing possibilities without implying that all members or all persons necessarily always or never owe default fiduciary duties.

In Auriga, the Chancellor discussed the critical role that default fiduciary duties play as an equitable gap-filler. Auriga, 40 A.3d at 858. One particular statutory feature of the LLC Act elevates the importance of the gap-filling role. Section 101(7) of the LLC Act defines a limited liability company agreement as “any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.” 6 Del. C. § 18-101(7) (emphasis added). By authorizing oral LLC agreements, and by further authorizing “any agreement ... as to the affairs of a limited liability company and the conduct of its business” to be deemed an LLC agreement, the LLC Act creates myriad opportunities for LLC agreements that range from the minimalistic to the ill-formed to the simply incomplete. In authorizing this level of informality, the LLC Act resembles its partnership forebears, where agreements likewise can be formed orally or by implication and where fiduciary duties are an important part of the entity landscape. See, e.g., 6 Del C. § 15-101(12); 6 Del. C. § 17-101(12). For the LLC Act to take the same approach suggests that the General Assembly assumed that a similar backdrop of default fiduciary duties would be available to fill the potentially considerable gaps in the parties’ agreement.

The Delaware Supreme Court is of course the final arbiter on matters of Delaware law. The high court indisputably has the power to determine that there are no default fiduciary duties in the LLC context. To date, the Delaware Supreme Court has not made that pronouncement, and Gatz expressly reserved the issue. Until the Delaware Supreme Court speaks, the long line of Court of Chancery precedents and the Chancellor’s dictum provide persuasive reasons to apply fiduciary duties by default to the manager of a Delaware LLC. As the managing member of Oculus, AK-Feel starts from a legal baseline of owing fiduciary duties.

2. The Operating Agreement Does Not Limit Or Eliminate The Managing Member’s Default Fiduciary Duties

Anticipating that default fiduciary duties apply, AK-Feel argues that Section 2.10 of the Operating Agreement eliminates any fiduciary duties that the managing member might otherwise owe. That is not a reasonable reading of the provision. Section 2.10 provides Oculus’s members with exculpation against liability for certain types of claims. It does not restrict, modify, or eliminate fiduciary duties.

Section 1101(c) of the LLC Act, quoted above, empowers the drafters of a limited liability company to expand, restrict, or eliminate a member or manager’s duties, including fiduciary duties. Section 1101(e) of the LLC Act authorizes something different: the drafters of a limited liability company can leave the default duties in place, but limit or eliminate monetary liability for breach of duty:

A limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a *664limited liability company agreement; provided, that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

6 Del. C. § 18-1101(e). By limiting or eliminating the prospect of liability but leaving in place the duty itself, a provision adopted pursuant to Section 1101(e) restricts the remedies that a party to the LLC agreement can seek. Monetary liability may be out, but injunctive relief, a decree of specific performance, rescission, the imposition of a constructive trust, and a myriad of other non-liability-based remedies remain in play. See Arnold v. Soc. For Sav. Bancorp., 678 A.2d 538, 541-42 (Del.1996) (interpreting effect of similar exculpatory provision under 8 Del. C. § 102(b)(7)); Leslie v. Telephonies Office Techs., Inc., 1993 WL 547188, at *9 (Del. Ch. Dec. 30, 1993) (same). A provision exculpating a member from liability for breach of fiduciary duty in accordance with Section 1101(e) of the LLC Act accomplishes a different result than a provision that modifies, restricts, or eliminates the underlying fiduciary duty itself, as contemplated by Section 1101(c) of the LLC Act. See Gatz, 59 A.3d at 1216-17; Kelly, 2010 WL 629850, at *11.

Drafters of an LLC agreement “must make their intent to eliminate fiduciary duties plain and unambiguous.” Bay Ctr., 2009 WL 1124451, at *9. Section 2.10 states, in pertinent part:

Limited Liability of Members. Except as and to the extent required under the Delaware Act or this Agreement, no Member shall be (i) liable for the debt, liabilities, contracts or any other obligations of the Company; or (ii) liable, responsible, accountable in damages or otherwise to the Company or the other Members for any act or failure to act in connection with the Company and its business unless the act or omission is attributed to gross negligence, willful misconduct or fraud or constitutes a material breach by such Member of any term or provision of this Agreement or any agreement the Company may have with the Member.

OA § 2.10. The plain language of this portion of Section 2.10 eliminates monetary liability unless, among other things, “the act or omission is attributed to gross negligence [or] willful misconduct or fraud.... ” Section 2.10 provides limited exculpation from monetary liability as authorized by Section 1101(e). It does not limit or eliminate fiduciary duties as authorized by Section 1101(c).

Rather than eliminating fiduciary duties, the exculpatory language of Section 2.10 recognizes their continuing existence. Gross negligence is the standard for evaluating a breach of the duty of care. See Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984). Willful misconduct is one standard for evaluating whether a fiduciary breached the duty of loyalty by acting in bad faith. See Stone v. Ritter, 911 A.2d 362, 369 (Del.2006). Language later in Section 2.10 requires Oculus to pay any premiums for insurance that the managing member might decide to purchase to protect any person otherwise entitled to indemnification under the Operating Agreement “against liability for any breach or alleged breach of fiduciary duty to the Company.” OA § 2.10. If Section 2.10 had eliminated fiduciary duties, as AK-Feel argues, then it would be counter-intuitive for the same provision to recognize exceptions to exculpation for gross negligence and willful misconduct and to authorize the managing member to obtain insurance against actual or alleged breaches of fiduciary duty and require Oculus to pay the premiums.

*665Notably, Section 2.10 does not impose or establish the duty to act in a non-grossly negligent manner or to abjure willful misconduct or fraud. Section 2.10 assumes that those obligations already exist and could give rise to liability, then establishes that the grant of exculpation will not extend to instances in which the act or omission of a member is attributed to gross negligence, willful misconduct, or fraud. Section 2.10 therefore does not disclaim or eliminate fiduciary duties pursuant Section 18-1101(c). It rather (i) assumes that default fiduciary duties exist, (ii) limits only the potential availability of a monetary remedy, not the potential for injunctive or other equitable relief, and (iii) restores the availability of damages as a remedy for, among other things, gross negligence and willful misconduct.

3. Count III States A Claim.

Having determining that AK-Feel owes fiduciary duties and can be held liable for monetary damages under contractually specified circumstances, the next question is whether Count III pleads such a claim. Count III charges AK-Feel with gross negligence in connection with the Gatherings deal. According to NHA, AK-Feel (acting through Feeley) failed to provide the deposit called for by the 'written agreement to purchase the Gatherings, then failed to fix the mistake during the cure period, even after Oculus’ counsel flagged the issue. See CC ¶ 221. Discovery may show that these allegations are untrue or that other factors mitigate the accusation of gross negligence. At the pleadings stage, however, NHA has stated a claim for breach of the duty of care against AK-Feel.

Count III also pleads a claim for willful misconduct. According to NHA, after the failure of the Gatherings deal, Feeley’s behavior changed. He became “secretive and would leave the [Oculus] offices when talking on the telephone” so that Andrea Akel could not hear him. Id. ¶ 224. NHA subsequently learned that rather than negotiating deals for Oculus through AK-Feel, Feeley was negotiating deals for his own benefit. One potential transaction involved the Dail College Inn in Raleigh, North Carolina. The counterclaims allege that Feeley had formed an investment entity called College Inn-Feel, LLC, and was planning to take an equity position in the project with another sponsor. See id. ¶ 226. Feeley allegedly did the same thing with the Six Forks Station apartment building, also in Raleigh. See id. ¶ 227. According to NHA, it was only after Fee-ley’s side-deals were discovered that Fee-ley caused AK-Feel to present the opportunities to Oculus. See id. ¶ 228. NHA believes and alleges that Feeley has continued to pursue opportunities on his own account that properly belong to Oculus. See id.

In response to the allegations of willful misconduct, AK-Feel argues if one assumes that Feeley was negotiating other transactions (as one must at the pleadings stage), then he was doing so on his own behalf and in his personal capacity, rather than on behalf of AK-Feel in his capacity as the managing member of AK-Feel. That is not an inference to which AK-Feel and Feeley are entitled on a motion to dismiss.

As the managing member of AK-Feel, Feeley controls the LLC. AK-Feel is an entity, not a natural person; it does not have a mind of its own. To the extent AK-Feel learns of opportunities and makes decisions about whether and how to pursue them, Feeley’s mind makes those decisions. Unless Feeley has supernatural powers (and on a motion to dismiss NHA is entitled to the reasonable inference that he does not), Feeley cannot mentally seg*666regate his decision-making into an AK-Feel category and a not-AK-Feel category. If Feeley learns of an opportunity and shunts it to a different entity of his own, then Feeley has made a decision not only for himself but also for AK-Feel. That decision might give rise to a breach of duty by AK-Feel, or it might not, and whether Feeley legitimately received and pursued the opportunity in a personal capacity could well affect the outcome. At this stage of the proceedings, the allegations that Feeley made decisions to pursue opportunities through entities other than Oculus give rise to a sufficient inference of disloyalty to state a claim.

E. Count IV: Gross Negligence

Count IV contends that AK-Feel and Feeley are liable to Oculus for “acts of gross negligence” relating to the failure to complete the Gatherings transaction. CC ¶ 260. NHA contends that AK-Feel owed a fiduciary duty of care in its capacity as managing member, which it breached, and that Feeley owed a fiduciary duty of care “in his role as Managing Member of AFE.” Id. ¶ 259. Unlike Count III, where NHA sued Feeley in his role as the “actual manager of Oculus,” Count IV names Fee-ley in his capacity as the party in control of AK-Feel, which in turn is the managing member of Oculus. This count states a claim against AK-Feel, but not against Feeley.

1. Count IV Alleges That AK-Feel and Feeley Were Grossly Negligent.

In the heading for Count IV, NHA used the term “negligence” rather than “gross negligence.” Latching onto this oversight, AK-Feel and Feeley observe that Delaware law does not impose liability on managing members for simple negligence. Read as a whole, Count IV makes clear that NHA is alleging gross negligence. An allegation in the body of Count IV states, “Plaintiff Feeley’s failure, in his role as Managing Member of AFE, to make the required deposit payments in connection with The Gatherings project, and with total disregard of notification from counsel, as aforesaid, constituted at the very least gross negligence.... ” Id. An allegation in the balance of the counterclaims likewise describes the Gatherings issue as “an act of gross negligence so devastating that it resulted in the loss of hundreds of thousands of dollars to OCG and, ultimately, to NHA and its owners.” Id. ¶ 221. As previously discussed, Section 2.10 of the Operating Agreement excludes “gross negligence” from the scope of its exculpation from liability.

Taking the allegations in the counterclaims as a whole, Count IV states a claim for breach of the duty of care in connection with the Gatherings transaction. As to AK-Feel, Count IV is redundant and superfluous, because Count III already alleges a breach of the duty of care against AK-Feel. As to Feeley, however, Count IV is not redundant because it names Fee-ley in a different capacity. Count III asserted that Feeley breached his fiduciary duties in his capacity as the “actual manager of Oculus,” a role that arguably implicates his status as President and CEO of Oculus and therefore potentially triggers arbitration under his Employment Agreement. Count IV asserts that Feeley breached his duty of care in his capacity as the individual in control of AK-Feel, a different role altogether. Whether Feeley can be sued in that capacity for a breach of the duty of care raises other issues, to which I now turn.

2. The Claim Against Feeley As Controller Of AK-Feel

Feeley contends that NHA cannot sue him for breach of fiduciary duty as the *667managing member of AK-Feel, because to do so would disregard the separate existence of AK-Feel. Feeley equates this result to piercing AK-Feel’s corporate veil, and he contends that NHA has not carried the heavy burden Delaware law imposes on a party seeking to pierce. Feele/s argument improperly seeks to apply principles of corporate separateness that govern claims brought by third parties to the fiduciary relationships that exist within a business venture. But although Feeley can be sued by NHA for breach of fiduciary duty in his capacity as the party who controls AK-Feel, he cannot be sued in that capacity for breach of the duty of care.

As Feeley correctly observes, the separate legal existence of juridical entities is fundamental to Delaware law. Delaware law likewise respects the correlative principle of limited liability, which generally enables those who form entities to limit their risk to the amount of their investment in the entity. Both principles, however, operate to different degrees across different dimensions. Juridical entities regularly interact with the government (taxation and regulation), with third parties through consensual transactions (contract), and with third parties through non-consensual transactions (tort). Juridical entities also interact with internal constituencies, such as providers of capital, providers of labor, and the entities’ own internal decision-makers. See Robert B. Thompson, The Limits of Liability in the New Limited Liability Entities, 32 Wake Forest L.Rev. 1, 3 (1997).

The principles of separate legal existence and limited liability have different implications across these dimensions, and different entities implement the principles to differing degrees. When interacting with the federal government for purposes of taxation, for example, a corporation typically is treated as a separate legal entity. Partnerships, limited partnerships, and LLCs typically are “pass-through” entities whose separate status is disregarded. See id. at 4-6. When making consensual commitments to third parties via contract, corporations and LLCs are typically treated as separate legal entities such that only the corporation or LLC is obligated to perform and liable for default. In a general partnership, the partnership is obligated to perform, but in the event of default, the general partners are individually liable for the debts of the firm. In a limited partnership, the partnership is obligated to perform, but there must be at least one general partner who is individually liable for the debts of the firm. The same principles apply when entities incur tort obligations through non-consensual transactions.

Numerous legal rules and doctrines circumvent the general principles of corporate separateness and legal liability. A government may choose to impose liability directly on owners or managers for certain types of activities. See Thompson, supra, at 12 & n. 59. The doctrine of piercing the corporate veil allows courts to permit contractual creditors to reach the assets of the owners of the entity based on a multi-factor test. See id. at 9-10. Courts also may use piercing to benefit tort claimants, who additionally can recover from the individuals who committed the tort. See id. at 12; see also Robert B. Thompson, Piercing the Corporate Veil: An Empirical Study, 76 Cornell L.Rev. 1036, 1058 (1991) (reviewing statistical occurrence of piercing cases based on an underlying tort).

The doctrine of piercing the corporate veil traditionally has not been applied to address internal claims of mismanagement or self-dealing brought by investors against the entity’s decision-makers. In the corporate context, historically *668the predominant limited liability vehicle, it has been unnecessary. The authority and concomitant duty to manage a Delaware corporation rests with the board of directors. See 8 Del. C. § 141(a). The members of a board of directors of a Delaware corporation must be natural persons. See 8 Del. C. § 141(d). Those individuals owe fiduciary duties of loyalty and care to the corporation. See Mills Acq. Co. v. Macmillan, Inc., 559 A.2d 1261, 1280 (Del. 1989). Those duties require that the directors exercise their managerial authority on an informed basis in the good faith pursuit of maximizing the value of the corporation for the benefit of its residual claimants, viz., the stockholders. See eBay Domestic Hldgs., Inc. v. Newmark, 16 A.3d 1, 35 (Del.Ch.2010). When stockholders contend that the board members breached their duties, a right of action exists (directly or derivatively) against natural persons.

Breach of fiduciary duty is an equitable claim, and it is a maxim of equity that “equity regards substance rather than form.” Monroe Park v. Metro. Life Ins. Co., 457 A.2d 734, 737 (Del.1983); accord Gatz v. Ponsoldt, 925 A.2d 1265,1280 (Del. 2007) (“It is the very nature of equity to look beyond form to the substance of an arrangement.”). Courts applying equitable principles therefore had little trouble extending liability for breach of fiduciary duty beyond the natural persons who served as directors to outsiders like majority stockholders who effectively controlled the corporation. See, e.g., S. Pac. Co. v. Bogert, 250 U.S. 483, 488, 39 S.Ct. 533, 63 L.Ed. 1099 (1919); Sterling v. Mayflower Hotel Corp., 33 Del.Ch. 293, 298, 93 A.2d 107, 110 (Del.1952). And because the application of equitable principles depended on the substance of control rather than the form, it did not matter whether the control was exercised directly or indirectly through subsidiaries. The United States Supreme Court’s rejection of the corporate separateness argument in Southern Pacific is illustrative;

The Southern Pacific contends that the doctrine under which majority stockholders exercising control are deemed trustees for the minority should not be applied here, because it did not itself own directly any stock in the old Houston Company; its control being exerted through a subsidiary, Morgan’s Louisiana & Texas Railroad & Steamship Company, which was the majority stockholder in the old Houston Company. But the doctrine by which the holders of a majority of the stock of a corporation who dominate its affairs are held to act as trustee for the minority does not rest upon such technical distinctions. It is the fact of control of the common property held and exercised, not the particular means by which or manner in which the control is exercised, that creates the fiduciary obligation.

250 U.S. at 491-92, 39 S.Ct. 533. Delaware corporate decisions consistently have looked to who wields control in substance and have imposed the risk of fiduciary liability on the actual controllers.3

*669The Delaware alternative entity statutes highlight the tension between corporate separateness and the outcomes achieved in equity by imposing fiduciary duties on those actually in control. Delaware’s original alternative entity statute, the LP Act, does not restrict service as a general partner to natural persons, opening the door to corporations serving in that role.4 At the same time, the LP Act declares as public policy the goal of granting the broadest freedom of contract possible.5 Other Delaware alternative entity statutes, including the LLC Act and the Delaware Statutory Trusts Act, are modeled on the LP Act, permit entities to serve in managerial roles, and adopt the same policy of maximizing freedom of contract.6

*670This Court soon confronted the question of what to do with the human controllers of an entity fiduciary. In In re USACafes, L.P. Litigation, 600 A.2d 43 (Del.Ch.1991), Chancellor Allen considered whether limited partners of USACafes, L.P., could sue the directors of USACafes General Partner, Inc., its corporate general partner, for breach of fiduciary duty. Defendants Sam and Charles Wyly comprised two of the six directors on the board of the corporate general partner, owned 100% the stock of the corporate general partner, and held 47% of the limited partnership units. In the challenged transaction, USACafes sold its assets to Metsa Acquisition Corp., a third party acquirer, for $72.6 million, representing $10.25 per partnership unit. Metsa paid an additional $15 to $17 million to the Wylys and the other directors of the corporate general partner in the form of consideration for covenants not to compete, releases of claims, forgiveness of loans, and payments under employment agreements. See id. at 47-48. The defendants conceded that the general partner owed fiduciary duties to the limited partners, but they argued that the members of the board of the corporate general partner only owed fiduciary duties to its stockholders, not to the limited partners. Id.

Chancellor Allen rejected the defendants’ argument. Finding no precedent on point, Chancellor Allen started from the general principle that “one who controls property of another may not, without express or implied agreement, intentionally use that property in a way that benefits the holder of the control to the detriment of the property or its beneficial owner.” Id. at 48. He then noted the equitable tradition of looking to the substance of where control lay, observing that “[w]hen control over corporate property was recognized to be in the hands of the shareholders who controlled the enterprise, the fiduciary duty was found to extend to such persons as well.” Id. Analogizing the corporate general partner to a corporate trustee, a structure where there was a longer tradition of an entity acting as fiduciary, Chancellor Allen noted that courts held the individuals who controlled or made decisions on behalf of the corporate trustee liable for breaches of trust. See id. at 48-49 (citing 4 A. Scott & W. Fratcher, The Law of Trusts § 326.03, at 304-06 (4th ed.1989)). He concluded that “[t]he theory underlying fiduciary duties is consistent with recognition that a director of a corporate general partner bears such a duty towards the limited partnership.” Id. at 49.

Consider, for example, a classic self-dealing transaction: assume that a majority of the board of the corporate general partner formed a new entity and then caused the general partner to sell partnership assets to the new entity at an unfairly small price, injuring the partnership and its limited partners. Can it be imagined that such persons have not breached a duty to the partnership itself? And does it not make perfect sense to say that the gist of the offense is a breach of the equitable duty of loyalty that is placed upon a fiduciary?

Id. Chancellor Allen recognized that the resulting fiduciary duty “may well not be so broad as the duty of the director of a corporate trustee.” Id. He left to future cases the task of delineating the full scope of the duty, holding only that “it surely entails the duty not to use control over the partnership’s property to advantage the corporate director at the expense of the partnership.” Id.

In subsequent decisions involving limited partnerships, this Court has followed USACafes consistently, holding that the individuals and entities who control the general partner owe to the limited part*671ners at a minimum the duty of loyalty identified in USACafes.7 This Court’s decisions also have extended the doctrine to other alternative entities, such as LLCs8 and statutory trusts.9 In doing so, this Court has noted the tension between corporate separateness and the application of fiduciary principles, but has nevertheless adhered to USACafes. See Gelfman, 792 A.2d at 992 n. 24; Gotham, P’rs L.P., 795 A.2d at 34.

The Delaware Supreme Court indisputably has the authority to revisit this Court’s approach and address the tensions created by USACafes. The high court might hold, contrary to USACafes, that when parties bargain for an entity to serve as the fiduciary, that entity is the fiduciary, and the parties cannot later circumvent their agreement by invoking concepts of control or aiding and abetting. Or the high court might distinguish between cases involving default fiduciary duties, in which traditional equitable principles of control and aiding and abetting could be permitted to extend liability beyond the entity fiduciary, and cases involving purely contractual duties, in which parties would be limited to contractual remedies against their contractual counterparties. Doubtless many other approaches could be envisioned. But in this Court, and for purposes of this decision, USACafes and its progeny are stare decisis.

Feeley therefore can' be reached and potentially held liable for breach of fiduciary duty in his capacity as the controller of AK-Feel. In Count IV, however, NHA seeks to hold Feeley liable only for a breach of the duty of care. Chancellor Allen noted in USACafes that while the parties in control of a corporate general partner are fiduciaries, the duties they owe “may well not be so broad as the duty of the director of a corporate trustee.” 600 A.2d at 49; see also id. at n. 3 (declining to determine if corporate opportunity theory or waste theories could be pursued against a controlling general partner). USACafes *672has not been extended beyond duty of loyalty claims. See Bay Ctr., 2009 WL 1124451, at *10 (“In practice, the cases applying USACafes have not ventured beyond the clear application stated in USA-Cafes: the duty not to use control over the partnership’s property to advantage the corporate director at the expense of the partnership.” (internal quotation marks omitted)). Because Count IV only asserts claims against Feeley for gross negligence, it is dismissed.

F. CountV: Declaratory Judgment

Finally, Count V of NHA’s counterclaims seeks a declaratory judgment establishing that NHA has the unilateral right under Section 2.10 of the Operating Agreement to cause Oculus to “cease business operations” and that NHA’s liability would be limited under those circumstances to paying Feeley and Akel any severance to which they might be entitled. NHA envisions that after invoking this right, Oculus “would become a mere holding company with the sole purposes of (1) receiving income from its remote and indirect interest in the Slippery Rock project and distributing such income in accordance with the OCG operating agreement, and (2) serving as an indirect conduit for the management of the Slippery Rock project.” CC ¶272. According to NHA, Oculus “would not, under such circumstances, be conducting business operations.” Id. NHA further contends that

[U]pon such cessation of business operations, OCG would no longer have the need for employees, and any employment agreements, including the Feeley employment agreement, if adjudged to be extant, would necessarily terminate, whereupon the sole issue as to Feeley would be NHA’s responsibility to plaintiff Feeley for severance benefits, which issue would be subject to mandatory arbitration pursuant to the Feeley employment agreement.

Id. ¶ 273. Count V does not state a claim, and the motion to dismiss Count V is granted.

The contention that Oculus would not be “conducting business operations” if NHA achieved its desired outcome conflicts with this Court’s precedents. Delaware law recognizes that an entity may be “formed and maintained as a passive instrumentality — for example, an entity that does no more than take and hold title to tangible investments is a commonly encountered phenomenon.” Giancarlo v. OG Covp., 15 Del. J. Corp. L. 606, 613, 1989 WL 72022 (DeLCh. June 23, 1989) (Allen, C.). “[F]unctioning as a passive instrumentality that is holding title to assets, a corporate function that is both lawful and common,” is a form of conducting business. In re Seneca Invs. LLC, 970 A.2d 259, 263 (Del.Ch.2008). Not surprisingly, NHA has not articulated how Oculus could receive and distribute income from the Slippery Rock project and serve as an indirect conduit for managing that project without conducting business operations. Nor has NHA explained how these tasks could be accomplished without some human agency acting on Oculus’s behalf. What NHA really wants is for Oculus to continue business operations, but to conduct them differently.

More importantly, NHA does not actually have the right to cause Oculus to “cease business operations.” The two sections of the Operating Agreement that directly address Oculus’s life span as an entity do not contemplate termination after two years or a springing dissolution right. Section 2.4, entitled “Term,” states: “The Company’s existence as a legal entity ... shall continue until the date on which it is dissolved pursuant to Article 11 of this Agreement and the Certificate of Forma*673tion cancelled in accordance with the Act.” OA § 2.4. Section 11.1, which addresses dissolution, states:

The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a) The latest date on which the Company is to dissolve, if any, as set forth in the Certificate of Formation; or

(b) The vote or written consent of a majority of interest of the Members.

(c) The bankruptcy, death, dissolution, expulsion, incapacity or withdrawal of any Member or the occurrence of any other event that terminates the continued membership of any Member, unless ■within one hundred eighty (180) days after such event the Company is continued by the vote or written consent of the remaining Members.

Id. § 11.1.

The three provisions on which NHA relies do not provide any additional support for NHA’s theory. First, NHA cites Section 4.6 of the Operating Agreement, under which NHA was obligated to fund an “ ‘Operating Facility’ for a two-year period, upon the expiration of which all obligations of NHA to providing [sic] funding would end.” CC ¶ 194. It is true that NHA committed to make available to Oeu-lus “a revolving line of credit of up to $1,000,000 funded by NHA and used by the Company to pay for all overhead and operation costs necessary to maintain the Company as a going concern, subject to the provisions of Section 4.6 herein.” Id. § l.l(w) (the “Operating Facility”). It is also true, and partially consistent with NHA’s theory, that Oculus had “the ability to draw against the Operating Facility for a period of two (2) years.” Id. § 4.6(b). But contrary to NHA’s theory, the Operating Agreement did not call for the Operating Facility to terminate, accelerate, or otherwise come due at the two-year mark. Instead, the Operating Facility would continue and “expire on the fifth (5th) anniversary of the date of this Agreement unless extended by the unanimous consent of the Members.” Id. During years three to five, Oculus was required to use its cash flows to pay down any balance:

Any cash flow or proceeds after (i) the payment of the then current operating expenses of the Company and (ii) the Company maintaining an operating account balance equal to the greater of $75,000 and three months of anticipated operating expenses calculated based on the Company’s Budget, derived by the Company from distributions from or operations of any of the Company’s business activities shall first be applied to the repayment to NHA of any outstanding amounts funded under the Operating Facility, until such time as said amounts have been repaid in full.

Id. § 4.6. It is therefore not accurate to claim that NHA only was obligated to fund the Operating Facility “for a two-year period, upon the expiration of which all obligations of NHA to providing [sic] funding would end.” CC ¶ 194. Although Oculus only could draw on the facility for two years, NHA had to keep the Operating Facility in place for five years, a fact that is inconsistent with NHA’s theory.

Second, NHA cites the initial term of Feele/s Employment Agreement, which ran from January 15, 2010, until January 14, 2012. See CC ¶ 198-99. As with the Operating Facility, the initial term of the Employment Agreement was two years, but it did not automatically terminate at that point. Instead,

[thereafter, this Agreement shall be extended automatically for successive terms of One (1) year unless (i) the Company or [Feeley] shall give written notice of termination to the other party hereto at least Sixty (60) days prior to *674the termination of the initial term of employment hereunder or any renewal term thereof, or (ii) unless earlier terminated as herein provided.

EA § 1.4. Rather than ending at two years, the Employment Agreement contemplated that Feeley’s employment would continue on an annual basis. And because Oculus had the right to give written notice of termination and because AK-Feel was the managing member of Oculus, the Employment Agreement ensured that Feeley only would be terminated if AK-Feel was first removed as managing member. NHA did not have a right to replace AK-Feel as managing member after two years, making it almost certain that the Employment Agreement would renew and continue beyond the two-year mark. This too is inconsistent with NHA’s theory.

Third, NHA relies on Section 2.10 of the Operating Agreement as ostensibly giving NHA the right to cause Oculus “to unilaterally ‘cease business operations’ at any time, which would necessarily terminate the employment of Plaintiff Feeley and Defendant Andrea Akel, leaving their entitlement to severance as the only remaining issue.” CC ¶ 194. The plain language of the provision NHA cites does not create a right at all. It is rather a condition that triggers an additional contractual obligation on the part of NHA.

As previously discussed, Section 2.10 of the Operating Agreement limits the liability of Oculus’s members, subject to various exceptions. The last sentence of Section 2.10 creates one such exception:

Notwithstanding the foregoing to the contrary [sic], if NHA determines that the Company shall cease business operations, then in connection with such cessation, NHA shall assume any and all severance liability that the Company may have under existing employment agreements with Christopher J. Feeley and Andrea Akel.

OA § 2.10. NHA reads this provision as accomplishing two things: (i) granting NHA the right to cause Oculus to “cease business operations” and (ii) limiting NHA’s liability under those circumstances to any severance payments due to Feeley and Akel. The plain language of the provision does not grant NHA any affirmative rights. It states that if NHA has determined that the Company shall cease business operations, then NHA shall assume liability for the severance obligations. Rather than limiting NHA’s liability, the severance obligation expands it, because otherwise Oculus, not NHA, would be liable for the contractual severance payments.

This portion of Section 2.10 dovetails with the dissolution and winding up provisions in Article 11. Section 11.2 is the only other section of the Operating Agreement that speaks of Oculus ceasing business operations. It states that “[u]pon the dissolution of the Company, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business.” Id. § 11.2. Section 11.1 identifies three dissolution triggers, one of which is “[t]he vote or written consent of a majority in interest of the Members.” Id. § 11.1(b). The assumption of liability language in Section 2.10 recognizes that if NHA determines that Oculus should dissolve, for example by voting in favor of dissolution, then the severance obligations that otherwise would be obligations of Oculus become obligations of NHA.

AK-Feel argues that there could be other circumstances under which NHA could decide to cause Oculus to “cease business operations,” triggering the severance obligation. Those situations might include NHA petitioning for judicial dissolution, *675taking actions to create a deadlock, or unreasonably refusing for an extended period to approve a budget for Oculus. Perhaps so. For present purposes, what matters is that Section 2.10 does not grant NHA a unilateral right to force Oculus to “cease business operations,” nor does Section 2.10 limit NHA’s liability to contractual severance obligations if NHA determines that Oculus should “cease business operations.”

Finally, NHA argues that as a matter of fundamental fairness, it should have the right to cause Oculus to “cease business operations.” The unfairness that NHA perceives rests on a persistent misunderstanding about how the Operating Agreement calls for Oculus to make real estate investments. According to NHA, Oculus was supposed to form a new and separate entity as a special purpose vehicle for each real estate investment. As NHA envisions it, Oculus would not retain any ownership stake in the special purpose entity. The only ongoing connection between Oculus and the special purpose entity would be potentially overlapping investors. NHA takes umbrage at the fact that for the Slippery Rock transaction, Feeley did not form a completely separate entity, but rather created a new, wholly owned subsidiary of Oculus named OCG-SR, LLC. That entity in turn became the general partner of and received a 20% equity interest in OCG-Slippery Rock, L.P., the owner of the Slippery Rock project. NHA alleges that Feeley failed to understand that Oculus “was not supposed to own anything in its own name” and accuses Feeley of being “completely ignorant of the need for [a special purpose entity] until it was brought to his attention by Defendants.” CC ¶¶ 214-15. In NHA’s view, Oculus should not have any assets, and the members should have no trouble agreeing freely to dissolve an entity with no value. NHA claims that it is only because Oculus mistakenly owns the Slippery Rock project that Oculus cannot readily be dissolved, leading NHA to assert its purported right to cause Oculus to “cease business operations” as an alternative solution.

NHA’s understanding conflicts with the plain language of the Operating Agreement. Section 2.3 defines Oculus’s purposes as follows:

(i) to acquire on its own behalf through wholly owned special purpose entities, multifamily and commercial real estate assets; (ii) provide capital market services for real estate assets acquired by the Company; (iii) provide capital market advisory services to third party borrowers, lenders, and equity providers, (iv) pursue other real estate opportunities, and (v) to engage in any lawful business purpose or purposes for which limited liability companies may be formed under the Act.

OA § 2.3 (emphasis added). Consistent with the expectation that Oculus would acquire real estate assets “on its own behalf through wholly-owned special purpose entities,” Section 3.8(e) of the Operating Agreement requires the members to “mutually agree” if “in lieu of the Company participating directly” they wished to pursue “an investment opportunity independently and on their own behalf’ and for Oculus to “have no interest or involvement in such opportunity.” Id. § 3.8(e).

Numerous other provisions of the Operating Agreement anticipate that Oculus will own special purpose entities and receive cash flows from the interests in real estate investments that those entities own. For example, the Operating Agreement contemplates that Oculus will receive “Capital Proceeds,” defined to include proceeds from “any sale, disposition financing, or refinancing of a Company investment.” Id. § l.l(j)-(k); see id. § 7.2. The Operating Agreement also contemplates that *676Oculus will receive “Available Cash Flow” derived from various types of investment opportunities. Id. § 1.1(e), (l); see id. § 7.1. The Operating Agreement specifies formulas by which Oculus will allocate to AK-Feel or NHA the “Capital Proceeds,” operating cash flows, and other fees, with the splits determined by whether AK-Feel or NHA originates the idea, whether AK-Feel secures third party debt or equity capital, and whether NHA or any of its members provide any guarantees. See Id. §§ 1.1®, (0, (bb), 6.2, 7.1-7.6. It would be nonsensical for the Operating Agreement to anticipate Oculus receiving these amounts and to address how to divvy them up and distribute them to Oculus’s members if in reality Oculus was never supposed to own anything.

NHA’s belief that Oculus was not supposed to own any special purpose entities with interest in real estate investments lacks any grounding in and conflicts with the plain language of the Operating Agreement. The terms and structure of the Operating Agreement demonstrate that the parties intended for Oculus to own interests in special purpose entities, to receive operating cash flows and generate capital proceeds from those interests, and to achieve the ability to operate on a stand-alone basis within two years, without any on-going need to rely on the Operating Facility. Feeley complied with the plain language of the Operating Agreement when he formed OCG-SR, LLC as a “wholly-owned special purpose entit[y]” to hold a 20% interest in OCG-Slippery Rock, L.P. It would be fundamentally unfair to allow NHA to stretch a conditional obligation into an affirmative right designed to remedy what was never a wrong in the first place.

The request for a declaratory judgment is contrary to the plain language of the Operating Agreement. Count V fails to state a claim.

III. CONCLUSION

The motion to dismiss Count I is granted, except as to the first of its three subsections, which AK-Feel chose to answer, and the allegation in paragraph 246(d). The motion to dismiss Count II is granted, except to the extent it alleges aiding and abetting in connection with the portion of Count I that survives. The motion to dismiss Count III is denied as to AK-Feel. As to Feeley, Count III is stayed pending arbitration. The motion to dismiss Count IV is denied as to AK-Feel and granted as to Feeley. The motion to dismiss Count V is granted. IT IS SO ORDERED.

OPINION

STRINE, Chancellor.

I. Introduction

Omniglow, LLC is a Delaware limited liability company engaged in the manufacture of chemiluminescent novelty items such as “glowsticks.” When it was founded in 2005, Omniglow had a sole “Member,” its “Parent” corporation.1 As part of a planned spin-off in 2006, Parent sold Omniglow to three business entities. That resulted in Omniglow having three Members,2 each owning the following Membership “Interests”: (i) 50% were owned by the defendant Leemon Family LLC, a New York limited liability company controlled by its managing member, the individual defendant Ira Leemon (together, “Leemon”); (ii) 30% were owned by the non-party Randye M. Holland and Stanley M. Holland Trust, a revocable inter vivos trust controlled by non-parties Stanley and Randye Holland as trustees (“Holland”); and (iii) 20% were owned by the plaintiff Achaian, Inc., a Nevada corporation wholly owned by non-party William A. Heriot (“Achaian”).3

For two years, Holland and Leemon, together comprising 80% of the Interests, managed Omniglow’s business with Achai-an taking a passive role as an investor. In 2008, however, Leemon allegedly took sole control of Omniglow over the objection of both Achaian and Holland, and in contravention of Omniglow’s “LLC Agreement” that vests managerial authority in the Members in proportion to their respective *802Interests.4 Holland, fed up with controversy, purported to transfer and assign its entire 30% Interest to Achaian in a January 25, 2010 “Purchase Agreement.”5 Achaian then filed this suit on March 10, 2011, claiming that it and Leemon are now deadlocked, 50/50, as to the management of Omniglow and therefore an order of dissolution is warranted under 6 Del. C. § 18-802 because it is no longer “reasonably practicable to carry on [Omniglow’s] business in conformity with [Omniglow’s] [LLC] [A]greement.”6 Leemon has moved to dismiss the complaint under Rule 12(b)(6), arguing that Holland’s assignment was only effective to give Achaian an additional 30% economic interest in Omni-glow. Specifically, Leemon says that in order for Achaian to have received a 30% Membership Interest in Omniglow, the LLC Agreement required Leemon’s consent to the assignment because, in its view, Achaian was in effect being readmitted as a Member with respect to its newly acquired 30% Interest.

This case therefore presents a single question of law: may one member of a Delaware limited liability company assign its entire membership interest, including that interest’s voting rights, to another existing member, notwithstanding the fact that the limited liability company agreement requires the affirmative consent of all of the members upon the admission of a new member, or, must the existing member assignee be readmitted with respect to each additional interest it acquires after its initial admission as a member? In this opinion, I find that, consistent with the Delaware Limited Liability Company Act, an enabling statute whose primary function is to fill gaps, if any, in a limited liability company agreement, the answer to that question depends in the first instance on the specific provisions governing the transferability of Interests in Omniglow’s LLC Agreement. When Omniglow’s LLC Agreement is read as a whole, as it must be,7 it allows an existing Member to transfer its entire Membership Interest, including voting rights, to another existing Member without obtaining the other Members’ consent. Thus, Holland’s assignment of its 30% Interest to an existing Member, Ach-aian, was effective to vest all of the rights associated with that Interest in Achaian, and Omniglow now has two coequal 50% Members.

II. The Relevant Provisions Of The LLC Agreement And The Parties’ Competing Interpretations

This motion presents a discrete question of law. Both parties believe that their dispute must be determined by reference to the terms of the applicable statute, the Delaware Limited Liability Company Act, and Omniglow’s LLC Agreement.8 Neither argues that there is any relevant par-ol evidence bearing on this dispute, especially because neither Achaian nor Leemon was involved in drafting the original LLC Agreement.9

To resolve this dispute, it is useful to start with what is now a mundane notion, which is that under the Act, the par*803ties to an LLC agreement have substantial authority to shape their own affairs and that in general,10 any conflict between the provisions of the Act and an LLC agreement will be resolved in favor of the LLC agreement.11

That principle applies here. As Leemon stresses, the default provision of the Act dealing with the transfer of interests in an LLC states:

A limited liability company interest is assignable in whole or in part except as provided in a limited liability company agreement. The assignee of a member’s limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in a limited liability company agreement .... Unless otherwise provided in a limited liability company agreement, [a]n assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member [and instead only] entitles the assignee to *804share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned.... 12

Likewise, the Act provides that an assign-ee of a limited liability company interest “is admitted as a member of the limited liability company ... as provided in § 18-704(a) of this title13 and at the time provided in and upon compliance with the limited liability company agreement....”14

Thus, it is clear that the default rule under the Act is that an assignment of *805an LLC interest, by itself, does not entitle the assignee to become a member of the LLC; rather, an assignee only receives the assigning member’s economic interest in the LLC to the extent assigned. It is equally clear, however, that the default rule may be displaced by the provisions of an LLC agreement itself and that in the event of a conflict, the LLC agreement prevails.15

Here, Omniglow’s LLC Agreement does contain specific provisions bearing on Interests in Omniglow and their transferability, namely §§ 7.1 and 7.2. In deciding the legal question surfaced by Leemon’s motion to dismiss,16 therefore, I must first look to those provisions. If the LLC Agreement allowed Holland to transfer and assign the voting power associated with its Membership Interest to Achaian, that ends the matter notwithstanding that the default provisions in the Act, if applicable, might lead to a different result.

For starters, Omniglow’s LLC Agreement defines a Member’s Interest as meaning “the entire ownership interest of the Member in [Omniglow].”17 Two related sections of the LLC Agreement then deal specifically with the transfer of Interests. The first, § 7.1, allows a Member to transfer all or part of its Interest to any “Person,”18 at any time:

7.1. Transfer of Interest.19 [A] Member may transfer all or any portion of its Interest in [Omniglow] to any Person at any time. If at any time such a transfer shall cause [Omniglow] to have more than one Member, then this [LLC] Agreement shall be appropriately amended to reflect the fact that [Omniglow] will then be treated as *806a partnership for purposes of the [Internal Revenue] Code [of 1986].20

Section 7.1’s permissive grant of free transferability, however, is subject to the express restriction contained in § 7.2, which provides:

7.2. Admission of New Members. No Person shall be admitted as a Member of [Omniglow] after the date of this [LLC] Agreement without the written consent of the Member and delivery to [Omni-glow] of a written acknowledgement (in form and substance satisfactory to the Member) of the rights and obligations of this [LLC] Agreement and [an] agreement [to] be bound hereunder.21

Certain undisputed facts are also relevant to decide the current motion. The parties agree that each of Leemon, Achai-an, and Holland were admitted as Members in 2006.22 The parties also agree that even though § 7.1 says that the LLC Agreement “shall be appropriately amended” in the event that Omniglow came to have more than one Member,23 there was never any such amendment.24 Notably, the parties also agree that despite the failure to amend the LLC Agreement, the reference in § 7.2 to the “written consent of the Member” must be read as now meaning “Members” affording any Member the right to object to the admission of a Person as a new Member.25

From these undisputed facts, the key contractual provisions in the LLC Agreement, and the default provisions of the Act, the parties draw starkly different conclusions.

For its part, Leemon argues that none of the provisions in the LLC Agreement clearly reverse the default rule under the Act, which is that “[a]n assignment of a limited liability company interest does not entitle the assignee to become a member or to exercise any rights or powers of a member,” and instead only entitles the assignee to the economic interest of the assigning member.26 Because, in Leem-on’s view, the LLC Agreement does not plainly provide that the assignee of an Interest will receive the voting rights along with the economic interest, Achaian only received the economic interest associated with Holland’s 30% Interest and thus possesses only the original 20% voting power it received from Parent.

Alternatively, Leemon argues that the LLC Agreement itself unambiguously distinguishes between the transferability of a Member’s economic interest (i.e., the right to share in Omniglow’s profits, losses and other distributions) and that Member’s voting rights (i.e., the right to manage). That is, Leemon says that although § 7.1 allows a Member to freely transfer its economic interest in Omniglow, § 7.2 *807makes plain that a Member’s voting rights can only be transferred with the express written consent of the existing Members. Were it otherwise, argues Leemon, and a Member was allowed to transfer both his economic and voting interest under § 7.1 without first obtaining the consent of Omniglow’s other Members, § 7.2’s prohibition against the admission of a new Member without the written consent of existing Members would be “superfluous.”27 To avoid that result, Leemon says that § 7.2 applies to transfers or assignments of an Interest to existing Members, like Achaian. That is, Leemon suggests that although Achaian was “admitted as a Member” with respect to its original 20% Interest, § 7.2 requires Leemon’s written consent in order for Achaian to have been “admitted as a Member” with respect to the additional 30% Interest it acquired from Holland.28

Achaian, for its part, admits that if Leemon is correct that the Act’s default provisions it cites govern the transfer made by Holland to Achaian in the Purchase Agreement, “it is possible that the Court might find that Achaian did not acquire Holland’s voting rights and does not hold a fifty percent full [IJnterest.”29 But, says Achaian, the LLC Agreement’s specific provisions bearing on transferability trump the Act’s default rules and permitted Holland to assign its voting rights to another existing Member, like Achaian. To that end, Achaian first points to the LLC Agreement’s broad definition of Interest, which means “the entire ownership interest of the Member in [Omniglow].”30 Achaian says that because § 7.1 allows a “Member [to] transfer all or any part of its Interest to any Person at any time,” Holland was free to transfer its “entire ownership [I]nterest,” including that Interest’s voting rights, to Achaian in the Purchase Agreement.31 What’s more, says Achaian, § 7.2 is far from superfluous, as Leemon contends. Instead, § 7.2 has an important role to play when a Member wishes to assign his Membership Interest to a “Person” who is not already “admitted as a Member.”32 When a Person is already “admitted as a Member,” Achaian says that § 7.2 has no relevance, and a Member need not be readmitted as to each subsequent Interest it acquires.33

III. Leemon’s Motion To Dismiss Is Denied

For the following reasons, I conclude that Achaian has the better of the argument. When read as a whole, as it must be,34 the LLC Agreement provides that all of the rights accompanying an Interest — including the voting rights — in Omniglow may be transferred to an already existing Member of Omniglow without the written consent of the other Members. Read in complete context, the LLC Agreement makes Interests in Omniglow freely transferable subject only to a limited proviso that requires the written consent of the existing Members in order for a transfer to confer the status of Member on a Person, who at the time of the transfer was not already a Member. Because Achaian was already a Member at the time of the Purchase Agreement and nothing in *808the LLC Agreement requires that it be readmitted as a Member with respect to each additional Interest it acquires in Om-niglow, it was entitled to receive the “entire ownership interest” owned by Holland, including that Interest’s corresponding voting rights.35

I now explain that reasoning in more detail.

I start by noting that Achaian places substantial weight on the LLC Agreement’s definition of Interest — “the entire ownership interest of the Member in [Om-niglow].” 36 Although it might be read as a way to ensure that partial positions can be transferred without saying anything about whether the Interest transferred included voting rights,37 the fact that § 7.1 already permits a Member to transfer “all or any portion of its Interest” casts doubt on that reading because that reading renders the LLC Agreement’s specific definition of Interest unnecessary and superfluous.38 That is, if “entire,” as used to describe the extent of a Member’s “ownership interest” in Omniglow serves only to confirm that a Member can, under § 7.1, transfer “all or any portion of its Interest” in the sense that a 60% Member may transfer any percentage up to and including its full 60% Interest, but does not speak at all as to what rights are included in that 60% Interest, the two provisions of the LLC Agreement would in effect be saying the same thing. It is instead preferable to accord the specific definition of Interest in the LLC Agreement independent meaning and significance.39

In that vein, given that the term “entire” is used only once in the LLC Act, in a vastly different context,40 and is not a statutorily defined term, it is also reasonably susceptible to a reading, as Achaian urges, that is consistent with its plain meaning.41 Under its plain meaning, entire would mean what it ordinarily does, as “[h]aving no part excluded or left out; [the] whole.”42 It is in this sense that Achaian *809claims that “entire” must mean that a Member, like Holland, can transfer under § 7.1 “all or any portion of its Interest,” i.e., all or any portion of its “entire ownership interest ... in [Omniglow],”43 including the Member’s voting rights.44 That this is what entire is best read as meaning, however, need not be determined in isolation, and in candor only becomes clear and unambiguous when read in full contractual context.45

To that point, it is only when the second sentence of § 7.1 and § 7.2 are considered that the LLC Agreement’s broad definition of Interest emerges as unambiguously including all aspects of Membership in Omniglow, including managerial voting rights. The second sentence of § 7.1 provides that “[i]f at any time such a transfer shall cause [Omniglow] to have more than one Member, then this [LLC] Agreement shall be appropriately amended to reflect the fact that [Omniglow] will then be treated as a partnership for purposes of the [Internal Revenue] Code [of 1986].”46 The second sentence of § 7.1 makes clear that a Member’s Interest — i.e., its “entire ownership interest ... in [Omniglow]”47— includes every aspect of a Member’s Interest, including the portion that confers the status of Member, in whom, under § 4.1 of the LLC Agreement, managerial authority is vested. If it were otherwise, and an Interest in Omniglow represented only a Member’s economic interest, as Leemon argues, the second sentence of § 7.1 would seem to be unnecessary because in that case, an existing Member could not transfer or assign the voting rights included in its Interest to another Person such that as a result of such transfer or assignment, that Person could become a Member. In light of well settled principles of contract interpretation in Delaware,48 the reading proffered by Leemon would tend to render the second sentence of § 7.1, to phrase it in a word favored by Leemon, superfluous.

Of course, the fact that § 7.1 seems to permit the free transfer of the entire Interest, including that Interest’s associated voting rights, does not end the inquiry. Instead, I must look at what effect the section of the LLC Agreement addressing the admission of Members has, keeping in mind that the Act affords maximum contractual flexibility to provide in an LLC agreement the precise mechanism by which an assignee of a limited liability company interest may become a member.49 As § 7.2 of the LLC Agreement provides in this case, “[n]o Person shall be admitted as a Member of [Omniglow] ... without the written consent of the Member[s]....”50 As noted, Leemon does not contest the fact that Achaian, like Leemon, was admitted as a Member of Omniglow when Parent assigned and sold all of Om-niglow’s Interests to Leemon, Holland, and Achaian in 2006.51 Instead, Leemon focuses on the specific 80% Interest that was transferred to Achaian under the Purchase *810Agreement and argues that “Achaian has not been admitted as a substituted [M]ember with respect to the 30% Interest, as provided by Section 7.2 of the LLC Agreement.” 52

But nothing in the text of § 7.2 suggests that once a Person has been admitted as a Member, she must be admitted again in order to acquire additional voting rights when she acquires additional Interests in Omniglow. The reason for § 7.2’s check on § 7.1’s free grant of transferability is most naturally read as a manifestation of the unremarkable idea that one gets to choose one’s own business partners (or in the case of an LLC, one’s co-members).53 Leemon’s argument relies on a very thinly sliced version of that, which is that once one chooses his initial co-members, one continues to hold a veto over how much additional voting power they may acquire. That is a strained extension of the traditional idea underlying partnerships and limited liability companies, and is not supported rationally by the LLC Agreement’s text or by the context.

As it was, Leemon had already agreed in 2006 to become partners (or more properly, co-members) with Achaian and Holland in Omniglow’s business. Thus, Leem-on, as a 50% Interest holder, knew that Achaian and Holland could have voted together at any time to stymie Leemon from acting unilaterally. Leemon responds, however, that the LLC Agreement makes sure that if Holland and Achaian agreed to a transfer, in whatever direction, that vested all the voting power in one of them, the transferee had to be admitted as a Member for a second time — the first time being in 2006 when Parent sold its Interests to both Achaian, Holland and Leemon and approved their Membership.

The problem for Leemon is that nothing in the LLC Agreement supports Leemon’s reading of it that would require an already admitted Member, like Achaian, to be become once, twice (or even three times) a Member each and every time that Member acquires an additional block of Interests.54 By its plain terms, § 7.2 is directed at, and applies only to, a “Person ” who is not yet “admitted as a Member.”55 Because Ach-*811aian was already admitted as a Member at the time of Holland’s 2010 transfer, § 7.2 has no application.56 Nor has Leemon cited anything in the LLC Act, the Uniform LLC Act, or learned commentaries and treatises on alternative entities suggesting that such a serial admission scheme is standard practice. To the contrary, the Delaware LLC Act seems to contemplate a singular admission governed by the specific terms of the LLC agreement, providing that “[a]n assignee of a limited liability company interest may become a member ... as provided in the limited liability company agreement.”57 To that point, Leemon’s argument conflicts with the LLC Agreement’s definition of a Member’s Interest in Omniglow. That is, if § 7.2 requires, as Leemon argues, that Achaian be admitted as two Members, one with respect to each block of Interests it owns, the LLC Agreement’s definition of Interest — “the entire ownership interest of the Member in [Omniglow]” — would make scant sense because in that case, a Member’s Interest would not be its entire ownership interest in Omniglow, but, as in the case of Achaian, only a portion of it, the other portion also being owned by Achai-an, albeit a “different” Achaian for purposes of Membership in Omniglow.

On the basis of the foregoing, I conclude that under the terms of the LLC Agreement, Holland was permitted, and did, transfer its entire 30% Interest to Achaian, including that Interest’s voting rights. Thus, Achaian is entitled to the declarato*812ry judgment it seeks, namely that Omni-glow currently has two Members58— Leemon and Achaian — each holding an identical 50% Membership Interest. The sole remaining issue is therefore whether Achaian has pled facts sufficient to support its application for judicial dissolution under 6 Del. C. § 18-802.

This court, when considering an application for judicial dissolution of an LLC with two coequal managers, has on several prior occasions analogized the situation to an application made under 8 Del. C. § 273 for a judicial dissolution of a joint venture corporation.59 Thus, in order for a plaintiff seeking judicial dissolution to survive a motion to dismiss, the plaintiff must plead the recognized “three prerequisites for a judicial order of dissolution [under § 278]: 1) the corporation must have two 50% stockholders, 2) those stockholders must be engaged in a joint venture, and 3) they must be unable to agree upon whether to discontinue the business or how to dispose of its assets.”60 Achaian has met its pleading burden.

First, as Achaian pleads, I have now found that Omniglow has two coequal 50% Interest owners, each with an equivalent corresponding 50% right to manage Omni-glow.61

Second, Achaian adequately pleads that the two Members are engaged in a joint venture, Omniglow. Although Leemon argues in its briefs that Achaian purchased Holland’s 30% Interest in an effort to purchase a “phony deadlock,”62 such extra-pleading factual contentions about Achai-an’s motivations, even if relevant, are inappropriate considerations at this procedural stage.63

Lastly, Achaian alleges that it and Leemon have been unable to agree on the management of Omniglow, and the LLC Agreement does not provide a “reasonable exit mechanism” or other provision to break the deadlock.64 In fact, Achaian alleges that since wresting control of Om-niglow in 2008, over the objection of both Achaian and Holland, Leemon has man*813aged Omniglow to the exclusion of both Achaian and Holland, who together at all relevant times represented 50% of Omni-glow’s Membership Interests.65

Thus, Achaian has pled facts sufficient to give rise to the inference that the management of Omniglow is deadlocked, and I therefore deny Leemon’s motion to dismiss.

IV. Conclusion

For the foregoing reasons, I grant Ach-aian’s request for declaratory judgment. Leemon’s motion to dismiss is DENIED. IT IS SO ORDERED.

OPINION

STRINE, Vice Chancellor.

Plaintiff Matthew James Haley has moved for summary judgment of his claim seeking dissolution of Matt and Greg Real Estate, LLC (“the LLC”). Haley and defendant Gregory L. Talcott are the only members of the LLC, each owning a 50% interest in the LLC. Haley brings this action in rebanee upon § 18-802 of the Delaware Limited Liability Company Act which permits this court to “decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.”1 The question before the court is whether dissolution of the LLC should be granted, as Haley requests, or whether, as Talcott contends, Haley is limited to the contractually-provided exit mechanism in the LLC Agreement.

Haley and Talcott have suffered, to put it mildly, a falling out. There is no rational doubt that they cannot continue to do business as 50% members of an LLC. But the path to separating their interests is complicated by a second company, Delaware Seafood, also known as the Redfin Seafood Grill (“Redfin Grill”), a restaurant *88that, at the risk of slightly oversimplifying, was owned by Talcott and, before the falling out, operated by Haley under an employment contract that gave him a 50% share in the profits. The LLC owns the land that the Redfin Grill occupies under an expired lease. The resolution of the current case and the ultimate fate of the LLC therefore critically affect the continued existence of a second business that one party owns and that the other bitterly contends, in other litigation pending before this court, wrongly terminated him.

The question before the court is essentially how the interests of the members of the LLC are to be separated. Haley asserts that summary judgment is appropriate because it is factually undisputed that it is not reasonably practicable for the LLC to carry on business in conformity with a limited liability company agreement (the “LLC Agreement”) that calls for the LLC to be governed by its two members, when those members are in deadlock. Therefore, urges Haley, the LLC. should be judicially dissolved immediately. Such an end will force the sale of the LLC’s real property, which is likely worth, at current market value, far more than the mortgage that the LLC must pay off if it sells.

In response, Talcott stresses that the LLC Agreement provides an alternative exit mechanism that allows the LLC to continue to exist, and argues that Haley should therefore be relegated to this provision if he is unhappy with the stalemate. In other words, Talcott argues that it is reasonably practicable for the LLC to continue to carry on business in conformity with its LLC Agreement because the exit mechanism creates a fair alternative that permits Haley to get out, receiving the fair market value of his share of the property as determined in accordance with procedures in the LLC Agreement, while allowing the LLC to continue. Critically, the exit provision would allow Talcott to buy Haley out with no need for the LLC’s asset (i.e., the land) to be sold on the open market. The LLC could continue to exist and own the land (with its favorable mortgage arrangement) and Talcott, as owner of both entities, 'could continue to offer the Redfin Grill its favorable rent.

But the problem with Talcott’s argument is that the exit mechanism is not a reasonable alternative. A principle attraction of the LLC form of entity is the statutory freedom granted to members to shape, by contract, their own approach to common business “relationship” problems. If an equitable alternative to continued deadlock had been specified in the LLC Agreement, arguably judicial dissolution under § 18-802 might not be warranted. In this case, however, Talcott admits that the exit mechanism provides no method to relieve Haley of his obligation as a personal guarantor for the LLC’s mortgage. Haley signed an agreement with the lender personally guaranteeing the entire mortgage of the LLC (as did Talcott) in order to secure the loan. Without relief from the guaranty, Haley would remain personally liable for the mortgage debt of the LLC, even after his exit. Because Haley would be left hable for the debt of an entity over which he had no further control, I find that the exit provision specified in the LLC Agreement and urged by Tal-cott is not sufficient to provide an adequate remedy to Haley under these circumstances.

With no reasonable exit mechanism, I find that Haley is entitled to exercise the only practical deadlock-breaking remedy available to him, and one that is also alluded to in the LLC Agreement,2 the right to *89seek judicial dissolution. Haley argues, convincingly, that the analysis under § 18-802 for an evenly-split, two-owner LLC ordinarily should parallel the analysis under 8 Del. C. § 273, which enables this court to order the judicial dissolution of a joint venture corporation owned by deadlocked 50% owners. Because Haley has demonstrated an indisputable deadlock between the two 50% members of the LLC, and that deadlock precludes the LLC from functioning as provided for in the LLC Agreement, I also grant Haley’s motion for summary judgment and order dissolution of Matt and Greg Real Estate, LLC.

I. Factual Background3

Haley and Talcott each have a 50% interest in Matt & Greg Real Estate, LLC, a Delaware limited liability company they formed in 2003. The creation of the company, however, is only a recent event in the history between the parties.

Haley and Talcott have known each other since the 1980s. In 2001 Haley was the manager of the Rehoboth location of The Third Edition, a restaurant owned by Tal-cott that also had a location in Washington, D.C. In 2001, Haley found the location for what would become the Redfin Grill. Tal-cott contributed substantial start-up money and Haley managed the Redfin Grill without drawing a salary for the first year.

The structure of the agreements between the parties forming the Redfin Grill is complex and the subject of additional litigation before this court.4 For reasons that are not relevant, Haley and Talcott chose to create and operate the Redfin Grill as an entity solely owned by Talcott, with Haley’s rights and obligations being defined by a series of contracts. Those agreements, all dated November 30, 2001, included an Employment Agreement, a Retention Bonus Agreement, and a Side Letter Agreement (together, the “Employment Contract”), as well as an Agreement regarding an option to purchase real estate (the “Real Estate Agreement”).5

*90The Employment Contract, although structured as an agreement between an employer and an employee, makes clear that the parties were operating the business as a joint venture. The Employment Contract specified that Haley reported to Talcott and that Talcott had the. right to reevaluate and revise Haley’s decisions, but indicated that “such action is not anticipated.”6 It also provided that Haley’s “bonus” would be one half of the net profits of the Redfin Grill, after the initial loan from Talcott was repaid.7 Moreover, Tal-cott would materially breach the Employment Contract, and Haley could end his employment for cause, if Talcott amended Haley’s duties such that his position as “Operations Director” became one of “less dignity, responsibility, importance or scope.”8 The Employment Contract further clarified Haley’s importance to the enterprise by awarding him one half of any proceeds from any sale of the Redfin Grill.9 Finally, the Employment Contract limited Talcott’s ability to remove Haley from his active role:

[Notwithstanding the language in the Employment Agreement relating to termination, individually, I [Talcott] will assure you that the Employment Agreement will not be terminable under any circumstances unless an event occurs that would entitle you payment of a Retention Bonus as set forth in the Retention Bonus Agreement that is part of this transaction. Such an event would be a “Business Sale” .... 10

The Employment Contract therefore establishes a relationship'more similar to a partnership than a typical employer/employee relationship.

The equivalent nature of the parties’ contributions is further confirmed by the Real Estate Agreement. In that agreement, Talcott granted Haley the right to participate in an option to purchase the property where the Redfin Grill was situated which is located at 1111 Highway One in Bethany Beach, Delaware (the “Property”).11 Talcott had obtained the option personally when the Redfin Grill first leased the Property from the then-owner in February of 2001. Talcott provided this valuable' right to participate for the nominal price of $10.00. The agreement provided that if the option were exercised, Haley would shoulder 50% of the burden of the purchase, and would be either a 50% owner of the land or a 50% owner of the entity formed to hold the land.

From late 2001 into 2008, under Haley’s supervision, the Redfin Grill grew into a successful business. By the second year of its existence, the start-up money had been repaid to Talcott with interest, both parties were drawing salaries (Talcott’s substantially smaller since he was not participating in day-to-day management), and the parties each received approximately $150,000 in profit sharing.

In 2003, the parties formed Matt & Greg Real Estate, LLC to take advantage of the option to purchase the Property that was the subject of the Real Estate Agreement. The option price was $720,000 and the new LLC took out a mortgage from County Bank in Rehoboth Beach, Delaware, for that amount, exercised the option, and obtained the deed to the Property on or about May 23, 2003. Importantly, both Haley and Talcott, individually, signed per*91sonal guaranties for the entire amount of the mortgage in order to secure the loan. The Redfin Grill continued to operate at the site, paying the LLC $6,000 per month in rent, a payment sufficient to cover the LLC’s monthly obligation under the mortgage. Thus by mid-2003, the parties appeared poised to reap the fruits of their labors; unfortunately, at that point their personal relationship began to deteriorate.

Haley, having managed the restaurant from the time it opened in May 2001, and having formalized his management position in the Employment Contract, apparently believed that the relationship would be reformulated to provide him a direct stock ownership interest in the Redfin Grill at some point. The reasons underlying that belief are not important here, but in late October they caused a rift to develop between the parties. On or about October 27, 2003, the conflict that had been brewing between the parties led to some kind of confrontation.12 As a result, Talcott sent a letter of understanding to Haley dated October 27, 2003, purporting to accept his resignation and forbidding him to enter the premises of the Redfin Grill.

Haley responded on November 3, 2003 with two separate letters from his counsel to Talcott. In the first, Haley asserts that he did not resign, and that he regarded Talcott’s October 27, 2003 letter of understanding as terminating him without cause in breach of the Employment Contract. Haley goes on to express his intent to pursue legal remedies, an intent that he acted upon in the related case in this court.

In his second November 3, 2003 letter, Haley purported to take several positions expressly as a 50% member in the LLC including: 1) rejecting the new lease proposed by Talcott for the Redfin Grill; 2) voting to revoke any consent to possession by the Redfin Grill and terminating any lease by which the Redfin Grill asserts the right to possession; and 3) voting that the Property be put up for sale on the open market.

Of course, as a 50% member, Haley could not force the LLC to take action on these proposals because Talcott opposed them. As a result, the pre-existing status quo continued by virtue of the stalemate— a result that Talcott favored. The Redfin Grill’s lease has expired and, as a consequence, the Redfin Grill continues to pay $6,000 per month to the LLC in a month-to-month arrangement. The $6,000 rent exceeds the LLC’s required mortgage payment by $800 per month, so the situation remains stable. With only a 50% ownership interest, Haley cannot force the termination of the Redfin Grill’s lease and evict the Redfin Grill as a tenant; neither can he force the sale of the Property, land that was appraised as of June 14, 2004 at $1.8 million. In short, absent intervention by this court, Haley is stuck, unless he chooses to avail himself of the exit mechanism provided in the LLC Agreement.

That exit mechanism, like judicial dissolution, would provide Haley with his share of the fair market value of the LLC, including the Property. Section 18 of the LLC Agreement provides that upon written notice of election to “quit” the company, the remaining member may elect, in writing, to purchase the departing member’s interest for fair market value. If the remaining member elects to purchase the departing member’s interest, the parties may agree on fair value, or have the fair value determined by three arbitrators, one chosen by each member and a third chosen *92by the first two arbitrators. The departing member pays the reasonable expenses of the three arbitrators. Once a fair price is determined, it may be paid in cash, or over a term if secured by: 1) a note signed by the company and personally by the remaining member; 2) a security agreement; and 8) a recorded UCC lien. Only if the remaining member fails to elect to purchase the departing member’s interest is the company to be liquidated.13

The LLC agreement describes additional details regarding the term and interest rate of any installment payments and defines penalty, default, and acceleration terms to be contained in the securing note. Although these details are not critical to a comparison between a contractual separation under the LLC Agreement and a judicial dissolution, they demonstrate the level of detail that the parties considered in crafting the exit mechanism. But despite this level of detail, the exit provision does not expressly provide a release from the personal guaranties that both Haley and Talcott signed to secure the mortgage on the Property. Nor does the exit provision state that any member dissatisfied with the status quo must break an impasse by exit rather than a suit for dissolution.

Rather than use the exit mechanism, Haley has simultaneously sought: 1) dissolution of the LLC; and 2) relief in an employment litigation filed against Talcott and Redfin Grill, a case. also pending in this court. Haley does not view himself as being obligated by the LLC Agreement to be the one who exits; moreover, he would bear the cost of the exit mechanism and that mechanism, as will be discussed, would not release him from the guaranty.

As a tactical move, Talcott — on the same day as this suit was filed — putatively reinstated Haley as a manager of the Redfin Grill, but with no duties and only $1.00 per year in pay. Talcott claims, however, to recognize Haley’s right to 50% of the Red-fin Grill profits. It appears that Talcott took this step as a method to preempt relief being granted to Haley by a court in lawsuits that Talcott knew were likely to be imminently filed by Haley. Despite the so-called “reinstatement,” Talcott and Haley have not had any direct business contact since October 2003.

Haley has moved on since leaving the Redfin Grill in an active capacity, and now operates another restaurant in Lewes, Delaware. Despite his shift in focus, Haley continues to be interested in the Redfin Grill, and has expressed his desire to buy Talcott out of both the LLC and the Red-fin Grill itself if given the opportunity. Talcott, by urging the exit remedy provided in the LLC Agreement, has expressed his desire to buy Haley out of the LLC and has no interest in selling the Redfin Grill. Haley continues to refuse to use the exit mechanism.

Pragmatically, the current impasse arises because we have two willing buyers and no willing sellers. Haley alleges that, given this practical dilemma, and his evident inability to effect his desired direction for the LLC, judicial dissolution is his only practicable remedy.

II. Procedural History

Haley first filed suit over a year ago.14 Although some efforts at resolution were *93made by the parties, Haley moved for summary judgment on June 4, 2004. The matter was briefed and argument occurred on August 25, 2004 by teleconference. After argument, the parties again attempted to resolve the matter, requesting and receiving additional time from the court to do so, but again their negotiations proved unfruitful. The court, by letter dated October 28, 2004, considered Haley’s motion for summary judgment submitted and now decides the motion.

III. Legal Analysis

A. Procedural Framework

Haley alleges that pursuant to 6 Del. C. § 18-802 the court should exercise its discretion and dissolve the LLC because it is not reasonably practicable for it to continue the business of the company in conformity with the LLC Agreement. Section 18-802 provides in its entirety:

On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.15

Haley argues that dissolution is required because the two 50% managers cannot agree how to best utilize the sole asset of the LLC, the Property, because no provision exists for breaking a tie in the voting interests, and because the LLC cannot take any actions, such as entering contracts, borrowing or lending money, or buying or selling property, absent a majority vote of its members. Because this circumstance resembles corporate deadlock, Haley urges that 8 Del. C. § 273 provides a relevant parallel for analysis.

The standard Haley must meet to succeed on a motion for summary judgment is clearly established. Haley must establish that no genuine issue of law or of fact exists and that he is entitled to judgment as a matter of law.16 In examining the record, I must draw every rational inference in Talcott’s favor.17 Here, even if I find that there are no facts under which the LLC could carry on business in conformity with the LLC Agreement, the remedy of dissolution, by analogy to 8 Del. C. § 273, remains discretionary.18

Here, the key facts about the parties’ ability to work together are not rationally disputable. Therefore, my decision on the motion largely turns on two legal issues: 1) if the doctrine of corporate deadlock is an appropriate analogy for the analysis of a § 18-802 claim on these facts; and 2) if so, and if action to break the stalemate is necessary to permit the LLC to function, whether, because of the contract-law foundations of the Delaware LLC Act, Haley should be relegated to the contractual exit mechanism provided in the LLC Agreement.

B. Case Law Under § 273 Of The Delaware General Corporate Law (‘DGCL”) Provides An Appropriate Framework For Analysis

Section 18-802 of the Delaware LLC Act is a relatively recent addition to *94our law, and, as a result, there have been few decisions interpreting it. Nevertheless, § 18-802 has the obvious purpose of providing an avenue of relief when an LLC cannot continue to function in accordance with, its chartering agreement. Thus § 18-802 plays a role for LLCs similar to the role that § 273 of the .DGCL plays for joint venture‘-corporations with only two stockholders. When a limited liability agreement provides for the company to be governed by its members, when there are only two members, and when those members are at permanent odds, § 273 provides relevant insight into what should happen.19 To wit, Section 273(a) provides, in relevant part, that:

If the stockholders of a corporation of this state, having only 2 stockholders each of whom own 50% of the stock therein, shall be engaged in a joint venture and if such stockholders shall be unable to agree upon the- desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stock holder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed on by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved.

Section 273 essentially sets forth three pre-requisites for a judicial order of dissolution: 1) the corporation must have two 50% stockholders, 2) those stockholders must be engaged in a joint venture, and 3) they must be unable to agree upon whether to discontinue the business or how to dispose of its assets.20 Here, by analogy, each of the three provisions is indisputably met.

First, there is no dispute that the parties are 50% members of the LLC. The LLC agreement provided that both Haley and Talcott would have an initial 50% interest in the LLC. Although the LLC Agreement allows for adjustment to members’ capital accounts based on later cash contributions, and a corresponding revision to voting power,21 neither party asserts that any reconfiguration has occurred. Accordingly, Haley and Talcott each remain 50% members' of the LLC.

Second, there is no rational doubt that the parties intended to be and are engaged in a joint venture. While the standard for establishing a joint venture has evolved over time, it has always included the circumstances presented here, where two parties “agree[d] for their mutual benefit to combine their skills, property and knowledge, actively managing the business.”22 The relationship between Haley *95and Talcott indicates active involvement by both parties in creating a restaurant for their mutual benefit and profit, and the Employment Contract shows that Haley was to be the “Operations Director” of the Redfin Grill, a position that, according to the Side Letter Agreement, would only be terminated if the restaurant was sold. Haley was also entitled to a 50% share of the Redfin Grill’s profits. In short, Haley and Talcott were in it together for as long as they owned the restaurant, equally sharing the profits as provided in the Employment Contract.

Most importantly, Haley never agreed to be a passive investor in the LLC who would be subject to Talcott’s unilateral dominion. Instead, the LLC agreement provided that: “no member/managers may, without the agreement of a majority vote of the managers’ interest, act on behalf of the company.”23 Acts of the company expressly include: borrowing money in the company name; using company property as collateral; binding the company to any obligation such as a guarantor or surety; selling, mortgaging or encumbering any personal or real property of the company except for business purposes for proper consideration; lending company funds; contracting for any debt except for a proper company purpose; and drawing checks on the company account in excess of $5,000.24 Under these terms, as a 50% member/manager, no major action of the LLC could be taken without Haley’s approval. Thus, Haley is entitled to a continuing say in the operation of the LLC.

Finally, the evidence clearly supports a finding of deadlock between the parties about the business strategy and future of the LLC. Haley’s second letter of November 3, 2003 expresses his desire to end the lease of the Redfin Grill and sell the Property at fair market value.25 The very fact that dissolution has not occurred, combined with Talcott’s opposition in this lawsuit, leads inevitably to the conclusion that Talcott opposes such a disposition of the assets.26 Neither is Talcott’s opposition surprising given his economic interest in the continued success of the Redfin Grill, success that one must assume relies, in part, on a continuing favorable lease arrangement with the LLC.

Talcott suggests that Haley has merely voluntarily removed himself from the management process and that no express disagreement has arisen.27 This court, however, may consider the totality of the circumstances in determining whether the parties disagree,28 and only a rational dispute of fact will preclude the entry of summary judgment. Contrary to Tal-cott’s assertion, it is not, at least in a *96§ 273 suit, necessary that the parties formally attempt to reach an agreement before coming to court.29 In any event, it is clear that, through counsel, the parties have made efforts to resolve this impasse.

Moreover, there is no evidentiary support for Talcott’s suggestion that the parties are not at an impasse. The parties have not interacted since their falling out in October, 2003. Clearly, Talcott understands that the end of Haley’s managerial role from the Redfin Grill profoundly altered their relationship as co-members of the LLC. After all, it has left Haley on the outside, looking in, with no power. Of course, Talcott insists that the LLC can and does continue to function for its intended purpose and in conformity with the agreement, receiving payments from the Redfin Grill and writing checks to meet its obligations under the mortgage on Tal-cott’s authority. But that reality does not mean that the LLC is operating in accordance with the LLC Agreement. Although the LLC is technically functioning at this point, this operation is purely a residual, inertial status quo that just happens- to exclusively benefit one of the 50% members, Talcott, as illustrated by the hands-tied continuation of the expired lease with the Redfin Grill. With strident disagreement between the parties regarding the appropriate deployment of the asset of the LLC, and open hostility as evidenced by the related suit in this matter, it is not credible that the LLC could, if necessary, take any important action that required a vote of the members. Abundant, uncontradicted documents in the record demonstrate the inability of the parties to function together.30

For all these reasons, if the LLC were a corporation, there would be no question that Haley’s request to dissolve the entity would be granted. But this case regards an LLC, not a corporation, and more importantly, an LLC with a detailed exit provision. That distinguishing factor must and is considered next.

C. Even Given The Contractual Emphasis Of The Delaware LLC Act, The Exit Remedy Provided In The LLC Agreement Is An Insufficient Alternative To Dissolution

The Delaware LLC Act is grounded on principles of freedom of contract. For that reason, the presence of a reasonable exit mechanism bears on the propriety of ordering dissolution under 6 Del. C. § 18-802. When the agreement itself provides a fair opportunity for the dissenting member who disfavors the inertial status quo to exit and receive the fair market value of her interest, it is at least arguable that the limited liability company may still proceed to operate practicably under its contractual charter because the charter itself provides an equitable way to break the impasse.

Here, that reasoning might be thought apt because Haley has already “voted” as an LLC member to sell the LLC’s only asset, the Property, presumably because he knew he could not secure sole control of both the LLC and the Redfin Grill. Given that reality, so long as Haley can actually extract himself fairly, it arguably makes sense for this court to stay its hand in an LLC case and allow the contract itself to solve the problem.

Notably, reasoning of this nature has been applied in the § 273 context. Even under § 273, this court’s authority to *97order dissolution remains discretionary and may be influenced by the particular circumstances.31 Talcott rightly argues that the situation here is somewhat analogous to that in In re Delaware Bay Surgical Services where this court declined to dissolve a corporation under § 273 in part because a mechanism existed for the repurchase of the complaining member’s 50% interest.32

But, this matter differs from Surgical Services in two important respects. First, in Surgical Services, the respondent doctor had owned the company before admitting the petitioner to his practice as a 50% stakeholder. The court found that both parties clearly intended, upon entering the contract, that if the parties ended their contractual relationship, the respondent would be the one permitted to keep the company.33 By contrast, no such obvious priority of interest exists here. Haley and Talcott created the LLC together and while the detailed exit provision provided in the formative LLC Agreement allows either party to leave voluntarily, it provides no insight on who should retain the LLC if both parties would prefer to buy the other out, and neither party desires to leave. In and of itself, however, this lack of priority might not be found sufficient to require dissolution,34 because of a case-specific fact; namely, that Haley has proposed — as a member of the LLC — that the LLC’s sole asset be sold. But I need not — and do not — determine how truly distinguishing that fact is, because forcing Haley to exercise the contractual exit mechanism would not permit the LLC to proceed in a practicable way that accords with the LLC Agreement, but would instead permit Talcott to penalize Haley without express contractual authorization.35

Why? Because the parties agree that exit mechanism in the LLC Agreement *98would not relieve Haley of his obligation under the personal guaranty that he signed to secure the mortgage from County Bank. If Haley is forced to use the exit mechanism, Talcott and he both believe that Haley would still be left holding the bag on the guaranty.36 It is therefore not equitable to force Haley to use the exit mechanism in this circumstance. While the exit' mechanism may be workable in a friendly departure when both parties cooperate to reach an adequate alternative agreement with the bank, the bank cannot be compelled to accept the removal of Haley as a personal guarantor. Thus, the exit mechanism fails as an adequate remedy for Haley because it does not equitably effect the separation of the parties. Rather, it would leave Haley with no upside potential, and no protection over the considerable downside risk that he would have to make good on any future default by the LLC (over whose operations he would have no control) to its mortgage lender. Thus here, unlike in Surgical Services, the parties do not, in fact, “have at their disposal a far less drastic means to resolve their personal disagreement.”37

IV. Conclusion

For the reasons discussed above, I find that it is not reasonably practicable for the LLC to continue to carry on business in conformity with the LLC Agreement. The parties shall confer and, within four weeks, submit a plan for the dissolution of the LLC. The plan shall include a procedure to sell the Property owned by the LLC within' a commercially reasonable time frame. Either party may, of course, bid on the Property.

IT IS SO ORDERED.