NEAL, Judge.

Plaintiff-appellee Norman E. Sweet (Sweet) brought an action for dissolution of an alleged partnership and for an accounting in the Ripley Circuit Court against defendant-appellant Paul Eugene Vohland (Vohland). From a judgment in favor of Sweet in the amount of $58,733, Vohland appeals.

We affirm.

STATEMENT OF THE FACTS

The undisputed facts reveal that Sweet, as a youngster, commenced working in 1956 for Charles Vohland, father of Paul Eugene Vohland, as an hourly employee in a nursery operated by Charles Vohland and known as Clarksburg Dahlia Gardens. Upon the completion of his military service, which was performed from 1958 to 1960, he resumed his former employment. In approximately 1963 Charles Vohland retired, and Vohland commenced what became known as Vohland’s Nursery, the business of which was landscape gardening. At that time Sweet’s status changed. He was to receive a 20 percent share of the net profit of the enterprise after all of the expenses were paid. Expenses included labor, gasoline, insurance, burlap, nails, insecticide, fertilizer, seed, straw, plants, stock and seedlings, and any other expense. The compensation was paid on an irregular basis. Every week, two weeks, or perhaps even a month, Sweet and Vohland sat down and computed all income that had been received and all expenses that had been incurred since the last settlement. After the expenses had been deducted from the income, Sweet would receive a check for 20 percent *862of the balance. Occasionally Sweet would receive an advance draw which would be deducted from his next settlement. No Social Security or income tax was withheld from the checks.

No partnership income tax returns were filed. Vohland and his wife, Gwenalda, filed a joint return in which the business of Vohland’s Nursery was reported in Voh-land’s name on Schedule C. Money paid Sweet was listed as a business expense under “Commissions.” Also listed on Schedule C were all of the expenses of the nursery, including investment credit and depreciation on trucks, tractors, and machinery. Sweet’s tax returns declared that he was a self-employed salesman at Vohland’s Nursery. He filed a self-employment Schedule C and listed as income the income received from the nursery; as expenses he listed travel, advertising, phone, conventions, automobile, and trade journals. He further filed a Schedule C-3 for self-employment Social Security for the receipts from the nursery.

Vohland handled all of the finances and books and did most of the sales. He borrowed money from the bank solely in his own name for business purposes, including the purchase of the interests of his brothers and sisters in his father’s business, operating expenses, bid bonds, motor vehicles, taxes, and purchases of real estate. Sweet was not involved in those loans. Sweet managed the physical aspects of the nursery and supervised the care of the nursery stock and the performance of the contracts for customers. Vohland was quoted by one customer as saying Sweet was running things and the customer would have to see Sweet about some problem.

Evidence was contradictory in certain respects. The Vohland Nursery was located on approximately 13 acres of land owned by Charles Vohland. Sweet testified that at the commencement of the arrangement with Vohland in 1963, Charles Vohland grew the stock and maintained the inventory, for which he received 25 percent of the gross sales. In the late 1960’s, because of age, Charles Vohland could no longer perform. The nursery stock became depleted to nearly nothing, and new arrangements were made. An extensive program was initiated by Sweet and Vohland to replenish and enlarge the inventory of nursery stock; this program continued until February, 1979. The cost of planting and maintaining the nursery stock was assigned to expenses before Sweet received his 20 percent. The nursery stock generally took up to ten years to mature for market. Sweet testified that at the termination of the arrangement there existed $293,665 in inventory which had been purchased with the earnings of the business. Of that amount $284,860 was growing nursery stock. Vohland, on the other hand, testified that the inventory of 1963 was as large as that of 1979, but the inventory became depleted in 1969. Voh-land claimed that as part of his agreement with Charles Vohland he was required to replenish the nursery stock as it was sold, and in addition pay Charles Vohland 25 percent of the net profit from the operation. He contends that the inventory of nursery stock balanced out. However, Voh-land conceded on cross-examination that the acquisition and enlargement of the existing inventory of nursery stock was paid for with earnings and, therefore, was financed partly with Sweet’s money. He further stated that the consequences of this financial arrangement never entered his mind at the time.

Sweet’s testimony, denied by Vohland, disclosed that, in a conversation in the early 1970’s regarding the purchase of inventory out of earnings, Vohland promised to take care of Sweet. Vohland acknowledged that Sweet refused to permit his 20 percent to be charged with the cost of a truck unless his name was on the title. Sweet testified that at the outset of the arrangement Voh-land told him, “he was going to take . . . me in and that ... I wouldn’t have to punch a time clock anymore, that I would be on a commission basis and that I would be, have more of an interest in the business if I had ‘an interest in the business.’ . . . He referred to it as a piece of the action.” Sweet testified that he intended to enter into a partnership. Vohland asserts that no *863partnership was intended and that Sweet was merely an employee, working on a commission. There was no contention that Sweet made any contribution to capital, nor did he claim any interest in the real estate, machinery, or motor vehicles. The parties had never discussed losses.

After Charles Vohland died (in 1973) Vohland contends that he paid $1,000 a year to Mary Crystal Vohland, his stepmother and current owner of the 13 acres, as a gift, and in addition replenished the nursery stock as it was taken and sold. Sweet contends the payments were a flat fee for the use of the land.

ISSUES

Vohland presents four issues for review:

I.Was the evidence sufficient to support the finding of the trial court that Sweet had a 20 percent interest in the inventory of the landscaping business?

II.Was the evidence sufficient to support the finding of the trial court that Vohland failed to advise Sweet that trees, materials, and supplies were costs of doing business and that “net” was the amount left after such costs had been paid in full?

III. Was the evidence sufficient to support the finding of the trial court that Vohland and Sweet had an inventory with a value of $293,665?

IV. Was the evidence sufficient to support the conclusion of law of the trial court that the business relationship of the parties, Vohland and Sweet, was a partnership?

DISCUSSION AND DECISION

Issues I, II and IV. Existence of partnership

The principal point of disagreement between Sweet and Vohland is whether the arrangement between them created a partnership, or a contract of employment of Sweet by Vohland as a salesman on commission. It therefore becomes necessary to review briefly the principles governing the establishment of partnerships.

It has been said that an accurate and comprehensive definition of a partnership has not been stated; that the lines of demarcation which distinguish a partnership from other joint interests on one hand and from agency on the other, are so fine as to render approximate rather than exhaustive any attempt to define the relationship. Bacon v. Christian, (1916) 184 Ind. 517, 111 N.E. 628.

A partnership is defined by Ind.Code 23-4-l-6(l) (Uniform Partnership Act of 1949):

“A partnership is an association of two or more persons to carry on as co-owners a business for profit.”

Ind.Code 23-4-1-7 sets forth the rules for determining the existence of a partnership:

“In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by section 16 persons who are not partners as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(a) As a debt by instalments or otherwise,

(b) As wages of an employee or rent to a landlord,

(c) As an annuity to a widow or representative of a deceased partner,

*864(d) As interest on a loan though the amount of payment vary with the profits of the business,

(e) As the consideration for the sale of a good will of a business or other property by instalments or otherwise.”

Under Ind.Code 23-4-1-7(4) receipt by a person of a share of the profits is prima facie evidence that he is a partner in the business. Endsley v. Game-Show Placements, Ltd., (1980) Ind.App., 401 N.E.2d 768. Lack of daily involvement for one partner is not per se indicative of absence of a partnership. Endsley, supra. A partnership may be formed by the furnishing of skill and labor by others. The contribution of labor and skill by one of the partners may be as great a contribution to the common enterprise as property or money. Watson v. Watson, (1952) 231 Ind. 385, 108 N.E.2d 893. It is an established common law principle that a partnership can commence only by the voluntary contract of the parties. Bond v. May, (1906) 38 Ind.App. 396, 78 N.E. 260. In Bond it was said, “[t]o be a partner, one must have an interest with another in the profits of a business, as profits. There must be a voluntary contract to carry on a business with intention of the parties to share the profits as common owners thereof.” Id., 38 Ind.App. at 402, 78 N.E. 260. In Bacon, supra, in reviewing the law relative to the creation of partnerships, the court said:

“From these, and other expressions of similar import, it is apparent to establish the partnership relation, as between the parties, there must be (1) a voluntary contract of association for the purpose of sharing the profits and losses, as such, which may arise from the use of capital, labor or skill in a common enterprise; and (2) an intention on the part of the principals to form a partnership for that purpose. But it must be borne in mind, however, that the intent, the existence of which is deemed essential, is an intent to do those things which constitute a partnership. Hence, if such an intent exists, the parties will be partners notwithstanding that they proposed to avoid the liability attaching to partners or [have] even expressly stipulated in their agreement that they were not to become partners. [Citation omitted]

It is the substance, and not the name of the arrangement between them, which determines their legal relation toward each other, and if, from a consideration of all the facts and circumstances, it appears that the parties intended, between themselves, that there should be a community of interest of both the property and profits of a common business or venture, the law treats it as their intention to become partners, in the absence of other controlling facts.”

Id. 184 Ind. at 521-522, 111 N.E. 628.

Watson, supra, has substantial similarities to the case at bar, and the reader should study it. Briefly, the facts disclose that in a suit for the dissolution of a partnership and an accounting, Mary Watson commenced to work on a farm, and thereafter, in 1945, she assumed the management thereof. She made no capital contributions, and there was no specific agreement, oral or written. At the commencement, the farm and certain machinery and livestock were owned by Keller. From the proceeds of the sale of grain, livestock, and produce, new and additional machinery was purchased, and the herds of livestock were increased. Debts on old machinery were retired. Separate income tax returns were filed reflecting that, in approximate terms, Mary Watson received one fourth, Elizabeth Watson one fourth, and Keller one half the net income of the farming operation. The court, citing Bacon, supra, affirmed the trial court’s money judgment in favor of Mary Watson for a portion of the increase of the machinery and livestock herds. The court stated:

“The facts and circumstances in this case are such that the court might readily conclude therefrom that Alice C. Keller, Elizabeth Watson and Mary E. Watson ‘intended, between themselves, that there should be a community of interest’ in any increment in the value of the capital and in the profits of their common venture in the operation of the Keller Farm. We *865find no controlling facts to the contrary, and under these circumstances the law will presume that they intended to form a partnership. [Citations omitted]

We believe the evidence here presents a state of facts from which the trial court could legally infer the establishment of a partnership with appellee having a one-fourth interest, appellant, Elizabeth Watson, a one-fourth interest, and appellant, Alice C. Keller, a one-half interest.”

Watson, 231 Ind. 391-393, 108 N.E.2d 893. The Watson court struck down the argument made in the ease at bar that Mary Watson made no capital contribution, stating that a partner may contribute skill and labor in lieu of capital. The court rested its decision on the grounds that Mary received no salary or wages for her services, and her sole income was from one fourth of the net profits arising from the operation of the farm.

The standard of review for a case such as this was stated in Endsley, supra.

“In reviewing the evidence to determine its sufficiency, we may only look to that evidence and the reasonable inferences to be drawn therefrom most favorable to the appellee. Butler v. Forker (1966), 139 Ind.App. 602, 221 N.E.2d 570. This Court will neither weigh the evidence nor judge the credibility of the witnesses. Butler, supra. It is the province of the trial court to determine which witness to believe when it hears the evidence. Jackman v. Jackman (1973), 156 Ind.App. 27, 294 N.E.2d 620, 625. We cannot reverse upon the basis of conflicting evidence. Franks v. Franks (1975), 163 Ind.App. 346, 323 N.E.2d 678, 680. In order to reverse the finding of the trial court, the evidence must lead solely to a conclusion which is contrary to that reached by the lower court. Butler, supra; Puzich, supra. In viewing the evidence before us in the prescribed fashion, we find that it does not lead solely to a conclusion which is contrary to that reached by the trial court.”

Id. 401 N.E.2d at 771-772. In the analysis of the facts, we are first constrained to observe that should an accrual method of accounting have been employed here, the enhancement of the inventory of nursery stock would have been reflected as profit, a point which Vohland, in effect, concedes. We further note that both parties referred to the 20 percent as “commissions.” To us the term “commission,” unless defined, does not mean the same thing as a share of the net profits. However, this term, when used by landscape gardeners and not lawyers, should not be restricted to its technical definition. “Commission” was used to refer to Sweet’s share of the profits, and the receipt of a share of the profits is prima facie evidence of a partnership. Though evidence is conflicting, there is evidence that the payments were not wages, but a share of the profit of a partnership. As in Watson, supra, it can readily be inferred from the evidence most favorable to support the judgment that the parties intended a community of interest in any increment in the value of the capital and in the profit. As shown in Watson, absence of contribution to capital is not controlling, and contribution of labor and skill will suffice. There is evidence from which it can be inferred that the parties intended to do the things which amount to the formation of a partnership, regardless of how they may later characterize the relationship. Bacon, supra. From the evidence the court could find that part of the operating profits of the business, of which Sweet was entitled to 20 percent, were put back into it in the form of inventory of nursery stock. In the authorities cited above it seems the central factor in determining the existence of a partnership is a division of profits.

From all the circumstances we cannot say that the court erred in finding the existence of a partnership.

Issue III. Excessive judgment

Vohland argues that the evidence is insufficient to support a finding that the value of the inventory was $293,665. The court’s award to Sweet was 20 percent of this amount. Vohland argues that the fig*866ure testified to by Sweet included $284,860 in nursery stock growing on land owned by Mary Crystal Vohland, and this stock was therefore her property. However, the evidence is clear that some sort of lease arrangement was involved wherein Mary Crystal Vohland was paid and the stock could be removed without her prior consent. Vohland cites no authority to support his contention, nor does he develop any cogent argument as to why nursery stock planted on leased premises are not fructus indus-triales.

Generally, fructus industriales, . such as growing crops, are considered to be personal property and are not a part of the real estate. Niagara Oil Company v. Ogle, (1912) 177 Ind. 292, 98 N.E. 60; Perry v. Hamilton, (1893) 138 Ind. 271, 35 N.E. 836; Richardson v. Scroggham, (1974) 159 Ind.App. 400, 307 N.E.2d 80; 9 I.L.E. Crops § 2. However Vohland makes a bare assertion unsupported by authority that insomuch as Mary Crystal Vohland owned the real estate, neither he nor Sweet had any interest whatever in the nursery stock planted there at the admitted expense of Sweet and Voh-land. We hold that Vohland has not complied with Ind. Rules of Procedure, Appellate Rule 8.3(A)(7) by presenting citations of authorities and cogent argument, and has waived that issue. Krueger v. Bailey, (1980) Ind.App., 406 N.E.2d 665; American Optical Company v. Weidenhamer, (1980) Ind.App., 404 N.E.2d 606; Nationwide Mutual Insurance Company v. Pomeroy, (1967) 141 Ind.App. 288, 227 N.E.2d 448.

For the above reasons this cause is affirmed.

Affirmed.

RATLIFF, P. J., and ROBERTSON, J., concur.

PabKee, J.

C. N. Stroud and Earl Freeman entered into a general partnership to sell groceries under the firm name of Stroud’s Food Center. There is nothing in the agreed statement of facts to indicate or suggest that Freeman’s power and authority as a general partner were in any way restricted or limited by the articles of partnership in respect to the ordinary and legitimate business of the partnership. Certainly, the purchase and sale of bread were ordinary and legitimate business of Stroud’s Food Center during its continuance as a going concern.

Several months prior to February 1956 Stroud advised plaintiff that he personally would not be responsible for any additional bread sold 'by plaintiff to Stroud’s Food Center. After such notice to plaintiff, it from 6 February 1956 to 25 February 1956, at the request of Freeman, sold and delivered bread in the amount of $171.04 to Stroud’s Food Center.

In Johnson v. Bernheim, 76 N.C. 139, this Court said: “A and B are general partners to do some given business; the partnership is, by operation of law, a power to each to 'bind the partnership in any manner legitimate to the business. If one partner go to a third person to buy an article on time for the partnership, the other partner cannot prevent it by writing to the third person not to sell to him on time; or, if one party attempt to buy for cash, the other has no right to require that it shall be on time. And what is true in regard *470to buying is true in regard to selling. What either partner does with a third person is binding on the partnership. It is otherwise where the partnership is not general, but is upon special terms, as that purchases and sales must be with and for cash. There the power to each is special, in regard to all dealings with third persons at least who have notice of the terms.” There is contrary authority: 68 C.J.S., Partnership, pp. 578-579. However, this text of C.J.S. does not mention the effect of the provisions of the Uniform Partnership Act.

The General Assembly of North Carolina in 1941 enacted a Uniform Partnership Act, which became effective 15 March 1941. G.S. Ch. 59, Partnership, Art. 2.

G.S. 59-39 is entitled PARTNER AGENT OF PARTNERSHIP AS TO PARTNERSHIP BUSINESS, and subsection (1) reads: “Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.” G.S. 59-39(4) states: “No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.”

G.S. 59-45 provides that “all partners are jointly and severally liable for the acts and obligations of the partnership.”

G.S. 59-48 is captioned RULES DETERMINING RIGHTS AND DUTIES OF PARTNERS. Subsection (e) thereof reads: “All partners have equal rights in the management and conduct of the partnership business.” Subsection (h) thereof is as follows: “Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.”

Freeman as a general partner with Stroud, with no restrictions on his authority to act within the scope of the partnership business so far as the agreed statement of facts shows, had under the Uniform Partnership Act “equal rights in the management and conduct of the partnership business.” Under G.S. 59-48 (h) Stroud, his co-partner, could not restrict the power and authority of Freeman to buy bread for the partnership as a going concern, for such a purchase was an “ordinary matter connected with the partnership business,” for the purpose of its business and within its scope, because in the very nature of things Stroud was not, and could not be, a majority of the *471partners. Therefore, Freeman’s purchases of bread from plaintiff for Stroud’s Food Center as a going concern bound the partnership and his co-partner Stroud. The quoted provisions of our Uniform Partnership Act, in respect to the particular facts here, are in accord with the principle of law stated in Johnson v. Bernheim, supra; same case 86 N.C. 339.

In Crane on Partnership, 2nd Ed., p. 277, it is said: “In cases of an even division of the partners as to whether or not an act within the scope of the business should be done, of which disagreement a third person has knowledge, it seems that logically no restriction can be placed upon the power to act. The partnership being a going concern, activities within the scope of the business should not be limited, save by the expressed will of the majority deciding a disputed question; half of the members are not a majority.”

Sladen v. Lance, 151 N.C. 492, 66 S.E. 449, is distinguishable. That was a case where the terms of the partnership imposed special restrictions on the power of the partner who made the contract.

At the close of business on 25 February 1956 Stroud and Freeman by agreement dissolved the partnership. By their dissolution agreement all of the partnership assets, including cash on hand, bank deposits and all accounts receivable, with a few exceptions, were assigned to Stroud, who bound himself by such written dissolution agreement to liquidate the firm’s assets and discharge its liabilities. It would seem a fair inference from the agreed statement of facts that the partnership got the benefit of the bread sold and delivered by plaintiff to Stroud’s Food Center, at Freeman’s request, from 6 February 1956 to 25 February 1956. See Guano Co. v. Ball, 201 N.C. 534, 160 S.E. 769. But whether it did or not, Freeman’s acts, as stated above, bound the partnership and Stroud.

The judgment of the court below is

Affirmed.

RodmaN, J., dissents.

Beilfuss, J.

1. Does a withdrawal of a partner constitute a dissolution of the partnership under sec. 123.25, Stats., notwithstanding a partnership agreement to the contrary?

*4582. Is plaintiff, as withdrawing partner, entitled to a share of the accounts receivable ?

Withdrawal.

Sec. 123.25, Stats., states:

“Dissolution of partnership defined. (1) The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

“(2) On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.”

The partnership agreement as set forth above (paragraph 15) specifically provides that the partnership shall not terminate by the withdrawal of a partner. We conclude the parties clearly intended that even though a partner withdrew, the partnership and the partnership business would continue for the purposes for which it was organized. Paragraph 18 of the agreement provides for a dissolution upon agreement of the parties in the sense that the partnership would cease to function as such subject to winding up of its affairs.

While the withdrawal of a partner works a dissolution of the partnership under the statute as to the withdrawing partner, it does not follow that the rights and duties of remaining partners are similarly affected. The agreement contemplates a partnership would continue to exist between the remaining partners even though the personnel constituting the partnership was changed.

Persons with professional qualifications commonly associate in business partnerships. The practice of continuing the operation of the partnership business, even though there are some changes in partnership personnel, is also common. The reasons for an agreement that a medical partnership should *459continue without disruption of the services rendered is self-evident. If the partnership agreement provides for continuation, sets forth a method of paying the withdrawing partner his agreed share, does not jeopardize the rights of creditors, the agreement is enforceable. The statute does not specifically regulate this type of withdrawal with a continuation of the business. The statute should not be construed to invalidate an otherwise enforceable contract entered into for a legitimate purpose.

The provision for withdrawal is in effect a type of winding up of the partnership without the necessity of discontinuing the day-to-day business. Sec. 123.33, Stats., contemplates a discontinuance of the day-to-day business but does not forbid other methods of winding up a partnership.

The agreement does provide that Dr. Adams shall no longer actively participate and further provides for winding up the affairs insofar as his interests are concerned. In this sense his withdrawal does constitute a dissolution. We conclude, however, that when the plaintiff, Dr. Adams, withdrew, the partnership was not wholly dissolved so as to require complete winding up of its affairs, but continued to exist under the terms of the agreement. The agreement does not offend the statute and is valid.

Accounts Receivable.

Sec. 123.33 (1), Stats., provides:

“Application of partnership property on dissolution. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnerships, unless otherwise agreed, may have the partnership properly applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide *460under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under the provisions of s. 123.31 (2) he shall receive in cash only the net amount due him from the partnership.”

The trial court concluded that the withdrawal constituted a statutory dissolution; that partnership assets shall be liquidated pursuant to the statute and that the plaintiff was entitled to a one-third interest in the accounts receivable.1

Sec. 123.33, Stats., applies only “unless otherwise agreed.” The distribution should therefore be made pursuant to the agreement.

Paragraphs IS and 16 of the contract as set forth above provide for the withdrawal of a partner and the share to which he is entitled. Subject to limitations not material here, paragraph 16 provides that a withdrawing partner shall receive (1) any balance to his credit on partnership books, (2) his proportionate share of profits calculated on a fiscal-year basis, and (3) his capital account as of the date of his withdrawal. Paragraph 16 further provides that in event of withdrawal “any and all accounts receivable for any current year and any and all years past shall remain the sole possession and property of the remaining member or members of THE TOMAHAWK CLINIC.”

The plaintiff contends that provision of the agreement denying him a share of the accounts receivable works a forfeiture and is void as being against public policy.

We conclude the parties to the agreement intended accounts receivable to be restricted to customer or patient accounts receivable.

The provision of the agreement is clear and unambiguous. There is nothing in the record to suggest the plaintiff’s bar*461gaining position was so unequal in the negotiations leading up to the agreement that the provision should be declared unenforceable upon the grounds of public policy. Legitimate business and goodwill considerations are consistent with a provision retaining control and ownership of customer accounts receivable in an active functioning professional medical partnership. We hold the provision on accounts receivable enforceable.2

Because of our determination that the partnership agreement is valid and enforceable the judgment of the trial court insofar as it decrees a dissolution of the partnership and a one-third division of the accounts receivable to the plaintiff must be reversed and remanded to the trial court with directions to enter judgment in conformity with this opinion.

The trial court properly retained jurisdiction for the purpose of granting supplementary relief to plaintiff to enforce a distribution to the plaintiff. The trial court may conduct such proceedings as are necessary to effectuate a distribution pursuant to the agreement.

The parties have stipulated that the plaintiff ceased to be an active partner as of June 1, 1961. The agreement provides that the partnership fiscal year shall coincide with the calendar year. It further provides that his share of the partnership profits upon withdrawal shall be calculated upon the whole year and in proportion to his participation of the whole fiscal year. He is, therefore, entitled to %2ths of Vsd, or %6ths of the profits for the fiscal year ending December 31, 1961.

Such of the accounts receivable as were collected during the year 1961 do constitute a part of the profits for 1961. The plaintiff had no part of the management of the partner*462ship after June 1, 1961; however, his eventual distributive share of profits is dependent, in some degree, upon the management of the business affairs and performance of the continuing partners for the remainder of the fiscal year. Under these circumstances the continuing partners stand in a fiduciary relationship to the withdrawing partner and are obligated to conduct the business in a good-faith manner including a good-faith effort to liquidate the accounts receivable consistent with good business practices.3

By the Court. — Judgment reversed with directions to conduct supplementary proceedings to determine distributive share of plaintiff and then enter judgment in conformity with this opinion.

TRAYNOR, J.

— Plaintiff and defendant are partners in a linen supply business in Santa Maria, California. Plaintiff appeals from a judgment declaring the partnership to he for a term rather than at will.

The partners entered into an oral partnership agreement in 1949. Within the first two years each partner contributed approximately $43,000 for the purchase of land, machinery, and linen needed to begin the business. Prom 1949 to 1957 *194the enterprise was unprofitable, losing approximately $62,000. The partnership’s major creditor is a corporation, wholly owned by plaintiff, that supplies the linen and machinery necessary for the day-to-day operation of the business. This corporation holds a $47,000 demand note of the partnership. The partnership operations began to improve in 1958. The partnership earned $3,824.41 in that year and $2,282.30 in the first three months of 1959. Despite this improvement plaintiff wishes to terminate the partnership.

The Uniform Partnership Act provides that a partnership may be dissolved “By the express will of any partner when no definite term or particular undertaking is specified. ’ ’ (Corp. Code, § 15031, subd. (l)(b).) The trial court found that the partnership is for a term, namely, “such reasonable time as is necessary to enable said partnership to repay from partnership profits, indebtedness incurred for the purchase of land, buildings, laundry and delivery equipment and linen for the operation of such business. ...” Plaintiff correctly contends that this finding is without support in the evidence.

Defendant testified that the terms of the partnership were to be similar to former partnerships of plaintiff and defendant, and that the understanding of these partnerships was that “we went into partnership to start the business and let the business operation pay for itself, — put in so much money, and let the business pay itself out. ’ ’ There was also testimony that one of the former partnership agreements provided in writing that the profits were to be retained until all obligations were paid.

Upon cross-examination defendant admitted that the former partnership in which the earnings were to be retained until the obligations were repaid was substantially different from the present partnership. The former partnership was a limited partnership and provided for a definite term of five years and a partnership at will thereafter. Defendant insists, however, that the method of operation of the former partnership showed an understanding that all obligations were to be repaid from profits. He nevertheless concedes that there was no understanding as to the term of the present partnership in the event of losses. He was asked: “ [W]as there any discussion with reference to the continuation of the business in the event of losses?” He replied, “Not that I can remember.” He was then asked, “Did you have any understanding with Mr. Page, your brother, the plaintiff in this action, as to how the obligations were to be paid if there were losses?” He *195replied, “Not that I can remember. I can’t remember discussing that at all. We never figured on losing, I guess.”

Viewing this evidence most favorable for defendant, it proves only that the partners expected to meet current expenses from current income and to recoup their investment if the business were successful.

Defendant contends that such an expectation is sufficient to create a partnership for a term under the rule of Owen v. Cohen, 19 Cal.2d 147, 150 [119 P.2d 713]. In that case we held that when a partner advances a sum of money to a partnership with the understanding that the amount contributed was to be a loan to the partnership and was to be repaid as soon as feasible from the prospective profits of the business, the partnership is for the term reasonably required to repay the loan. It is true that Owen v. Cohen, supra, and other cases hold that partners may impliedly agree to continue in business until a certain sum of money is earned (Mervyn Investment Co. v. Biber, 184 Cal. 637, 641-642 [194 P. 1037]), or one or more partners recoup their investments (Vangel v. Vangel, 116 Cal.App.2d 615, 625 [254 P.2d 919]), or until certain debts are paid (Owen v. Cohen, supra, at p. 150), or until certain property could be disposed of on favorable terms (Shannon v. Hudson, 161 Cal.App.2d 44, 48 [325 P.2d 1022]). In each of these cases, however, the implied agreement found support in the evidence.

In Owen v. Cohen, supra, the partners borrowed substantial amounts of money to launch the enterprise and there was an understanding that the loans would be repaid from partnership profits. In Vangel v. Vangel, supra, one partner loaned his copartner money to invest in the partnership with the understanding that the money would be repaid from partnership profits. In Mervyn Investment Co. v. Biber, supra, one partner contributed all the capital, the other contributed his services, and it was understood that upon the repayment of the contributed capital from partnership profits the partner who contributed his services would receive a one-third interest in the partnership assets. In each of these eases the court properly held that the partners impliedly promised to continue the partnership for a term reasonably required to allow the partnership to earn sufficient money to accomplish the understood objective. In Shannon v. Hudson, supra, the parties entered into a joint venture to build and operate a motel until it could be sold upon favorable and mutually satisfactory *196terms, and the court held that the joint venture was for a reasonable term sufficient to accomplish the purpose of the joint venture.

In the instant case, however, defendant failed to prove any facts from which an agreement to continue the partnership for a term may be implied. The understanding to which defendant testified was no more than a common hope that the partnership earnings would pay for all the necessary expenses. Such a hope does not establish even by implication a “definite term or particular undertaking” as required by section 15031, subdivision (1) (b), of the Corporations Code. All partnerships are ordinarily entered into with the hope that they will be profitable, but that alone does not make them all partnerships for a term and obligate the partners to continue in the partnerships until all of the losses over a period of many years have been recovered.

Defendant contends that plaintiff is acting in bad faith and is attempting to use his superior financial position to appropriate the now profitable business of the partnership. Defendant has invested $43,000 in the firm, and owing to the long period of losses his interest in the partnership assets is very small. The fact that plaintiff’s wholly owned corporation holds a $47,000 demand note of the partnership may make it difficult to sell the business as a going concern. Defendant fears that upon dissolution he will receive very little and that plaintiff, who is the managing partner and knows how to conduct the operations of the partnership, will receive a business that has become very profitable because of the establishment of Vandenberg Air Force Base in its vicinity. Defendant charges that plaintiff has been content to share the losses but now that the business has become profitable he wishes to keep all the gains.

There is no showing in the record of bad faith or that the improved profit situation is more than temporary. In any event these contentions are irrelevant to the issue whether the partnership is for a term or at will. Since, however, this action is for a declaratory judgment and will be the basis for future action by the parties, it is appropriate to point out that defendant is amply protected by the fiduciary duties of copartners.

Even though the Uniform Partnership Act provides that a partnership at will may be dissolved by the express will of any partner (Corp. Code, § 15031, subd. (1) (b)), this power, like any other power held by a fiduciary, must be exercised in good faith.

*197We have often stated that “Partners are trustees for each other, and in all proceedings connected with the conduct of the partnership every partner is bound to act in the highest good faith to his copartner and may not obtain any advantage over him in the partnership affairs by the slightest misrepresentation, concealment, threat or adverse pressure of any kind.” (Llewelyn v. Levi, 157 Cal. 31, 37 [106 P. 219] ; Richards v. Fraser, 122 Cal. 456, 460 [55 P. 246] ; Yeomans v. Lysfjord, 162 Cal.App.2d 357, 361-362 [327 P.2d 957] ; cf. MacIsaac v. Pozzo, 26 Cal.2d 809, 813 [161 P.2d 449] ; Corp. Code, § 15021.) Although Civil Code, section 2411, embodying the foregoing language, was repealed upon the adoption of the Uniform Partnership Act, it was not intended by the adoption of that act to diminish the fiduciary duties between partners. (See MacIsaac v. Pozzo, 26 Cal.2d 809, 813 [161 P.2d 449] ; Yeomans v. Lysfjord, 162 Cal.App.2d 357, 361-362 [327 P.2d 957].)

A partner at will is not bound to remain in a partnership, regardless of whether the business is profitable or unprofitable. A partner may not, however, by use of adverse pressure “freeze out” a copartner and appropriate the business to his own use. A partner may not dissolve a partnership to gain the benefits of the business for himself, unless he fully compensates his copartner for his share of the prospective business opportunity. In this regard his fiduciary duties are at least as great as those of a shareholder of a corporation.

In the case of In re Security Finance Co., 49 Cal.2d 370, 376-377 [317 P.2d 1], we stated that although shareholders representing 50 per cent of the voting power have a right under Corporations Code, section 4600, to dissolve a corporation, they may not exercise such right in order “to defraud the other shareholders [citation], to ‘freeze out’ minority shareholders [citation], or to sell the assets of the dissolved corporation at an inadequate price. [Citation.] ”

Likewise in the instant ease, plaintiff has the power to dissolve the partnership by express notice to defendant. If, however, it is proved that plaintiff acted in bad faith and violated his fiduciary duties by attempting to appropriate to his own use the new prosperity of the partnership without adequate compensation to his copartner, the dissolution would be wrongful and the plaintiff would be liable as provided by subdivision (2) (a) of Corporations Code, section 15038 (rights of partners upon wrongful dissolution) for violation of the *198implied agreement not to exclude defendant wrongfully from the partnership business opportunity.

The judgment is reversed.

Gibson, C. J., McComb, J., Peters, J., White, J., Pooling, J., and Wood (Parker), J. pro tern.,* concurred.

SEITZ, Justice:

In this appeal, we again wade into the details of a master limited partnership *360agreement to decide whether the complaint’s allegations can overcome the general partner’s use of conflict resolution safe harbors to dismiss the case. The parties are identified by a host of confusing abbreviations, but the gist of the appeal is as follows.

The plaintiff is a limited partner/unit-holder in the publicly-traded master limited partnership (“MLP”). The general partner proposed that the partnership be acquired through merger with another limited partnership in the MLP family. The seller and buyer were indirectly owned by the same entity, creating a conflict of interest. Because conflicts of interest often arise in MLP transactions, those who create and market MLPs have devised special ways to try to address them. The general partner in this case sought refuge in two of the safe harbor conflict resolution provisions of the partnership agreement — “Special Approval” of the transaction by an independent Conflicts Committee, and “Unaffiliated Unitholder Approval.”

In the MLP context, Special Approval typically means that a Conflicts Committee composed of members independent of the sponsor and its affiliates reviewed the transaction and made a recommendation to the partnership board whether to approve the transaction. Unaffiliated Unitholder Approval is typically just that — a majority of unitholders unaffiliated with the general partner and its affiliates approve the transaction. Under the partnership agreement, if either safe harbor is satisfied, the transaction is deemed not to be a breach of the agreement.

The partnership agreement required that the Conflicts Committee be independent, meaning that its members could not be serving on affiliate boards and were independent under the audit committee independence rules of the New York Stock Exchange. The plaintiff alleged in the complaint that the general partner failed to satisfy the Special Approval safe harbor because the Conflicts Committee was itself conflicted. According to the plaintiff, one of the Committee’s two members began evaluating the transaction while still a member of an affiliate’s board, and then resigned from the affiliate’s board four days after he began his review to then become a member of the Conflicts Committee. On the same day the transaction closed, the committee member was reappointed to the seat left vacant for him on the affiliate’s board.

The plaintiff also alleged that the general partner failed to satisfy the Unaffiliated Unitholder Approval safe harbor because the general partner made false and misleading statements in the proxy statement to secure that approval. In the 165-page proxy statement sent to the unitholders, the general partner failed to disclose the conflicts within the Conflicts Committee. Instead, the proxy statement stated that Special Approval had been obtained by an independent Conflicts Committee.

The general partner moved to dismiss the complaint and claimed that, in the absence of express contractual obligations not to mislead investors or to unfairly manipulate the Conflicts Committee process, the general partner need only satisfy what the partnership agreement expressly required — to obtain the safe harbor approvals and follow the minimal disclosure requirements. In other words, whatever the general partner said in the proxy statement, and whomever the general partner appointed to the Conflicts Committee, was irrelevant because only the express requirements of the partnership agreement controlled and displaced any implied obligations not to undermine the protections afforded unitholders by the safe harbors.

*361The Court of Chancery side-stepped the Conflicts Committee safe harbor, but accepted the general partner’s argument that the Unaffiliated Unitholder Approval safe harbor required dismissal of the case. The court held that, even though the proxy statement might have contained materially misleading disclosures, fiduciary duty principles could not be used to impose disclosure obligations on the general partner beyond those in the partnership agreement, because the partnership agreement disclaimed fiduciary duties. Further, the court agreed with the defendants that the only express disclosure requirement of the agreement in the event of a merger — that the general partner simply provide either a summary of, or a copy of, the merger agreement — displaced any implied contractual duty to disclose in the proxy statement material facts about the conflicts within the Conflicts Committee.

On appeal, the plaintiff concedes that if the general partner met the requirements of either safe harbor, his breach of contract claim would fail. The plaintiff also does not argue with the Court of Chancery’s ruling that the partnership agreement’s express disclosure requirements cannot be supplanted by implied or fiduciary-based disclosure obligations. Instead, he argues that the Court of Chancery erred when it concluded that the general partner satisfied the Unaffiliated Unitholder Approval safe harbor, because he alleged sufficient facts to show that the approval was obtained through false and misleading statements. The plaintiff also claims that, for pleading stage purposes, he has made a sufficient showing that the Special Approval safe harbor was not satisfied, because the Conflicts Committee was not independent.

We view the central issue in the dispute through a different lens than the Court of Chancery. The Court of Chancery was correct that the implied covenant of good faith and fair dealing cannot be used to supplant the express disclosure requirements of the partnership agreement. But the court focused too narrowly on the partnership agreement’s disclosure requirements. Instead, the center of attention should have been on the conflict resolution provision of the partnership agreement.

The partnership agreement’s conflict resolution provision is a powerful tool in the general partner’s hands because it can be used to shield a conflicted transaction from judicial review. But the conflicts resolution provision also operates for the unit-holders’ benefit. It ensures that, before a safe harbor is reached by the general partner, unaffiliated unitholders have a vote, or the conflicted transaction is reviewed and recommended by an independent Conflicts Committee.

The partnership agreement does not address how the general partner must conduct itself when seeking the safe harbors. But where, as here, the express terms of the partnership agreement naturally imply certain corresponding conditions, unithold-ers are entitled to have those terms enforced according to the reasonable expectations of the parties to the agreement. The implied covenant is well-suited to imply contractual terms that are so obvious— like a requirement that the general partner not engage in misleading or deceptive conduct to obtain safe harbor approvals— that the drafter would not have needed to include the conditions as express terms in the agreement.

We find that the plaintiff has pled sufficient facts, which we must accept as true at this stage of the proceedings, that neither safe harbor was available to the general partner because it allegedly made false and misleading statements to secure Unaffiliated Unitholder Approval, and allegedly used a conflicted Conflicts Com*362mittee to obtain Special Approval. Thus, we reverse the Court of Chancery’s order dismissing Counts I and II of the complaint.

I.

As alleged in the complaint, the plaintiff, Adrian Dieckman, is a unitholder of Regency, The business entity defendants, their relationships, and other abbreviations are as follows:

Regency Energy Partners LP (“Regency”) — a publicly-traded Delaware limited partnership engaged in the gathering and processing, contract compression, treating and transportation of natural gas and the transportation, fractionation and storage of natural gas liquids.

Regency General Partner LP (“General Partner LP”) — -the general partner of Regency.

Regency General Partner LLC (“General Partner LLC”) — a Delaware LLC and the general partner of General Partner LP.1

Energy Transfer Partners L.P. (“ETP”) — the general partner of Sunoco LP; a 43% owner of limited partnership interests in Sunoco and a 100% owner of Sunoco’s distribution rights.

Energy Transfer Partners, GP, L.P. (“EGP”) — the general partner of ETP. Energy Transfer Equity, L.P. (“ETE”) — indirectly owns Regency’s general partner and ETP’s general partner.

Conflicts Committee — the committee formed by the General Partner under § 7.9(a) of the LP Agreement.

LP Agreement — the Regency limited partnership agreement.

The following is a diagram from the Court of Chancery opinion showing the interconnected relationships among the entities before the merger, and Regency’s status after the merger:

*363

The remaining defendants are the six members of General Partner LP’s board of directors — Michael J. Bradley (also CEO of the General Partner), James W. Bryant, Rodney L. Gray, John W. McReynolds (also CFO and president of ETE), Matthew S. Ramsay, and Richard Brannon. Bryant and Brannon served on the Conflicts Committee of the General Partner’s board. Brannon was a Sunoco director until January 20, 2015, and was reappointed to the Sunoco board on May 5, 2015. Bryant was appointed to Sunoco’s board on May 5, 2015.

A.

According to the complaint and the proxy statement, distributed to unithold-ers,2 the ETP and ETE boards met to discuss a merger between ETP and Regency. ETP eventually made a merger proposal to Regency, where Regency would be merged into ETP for a combination of cash and stock using an exchange ratio of 0.4044 ETP common units for one Regency common unit, and a $137 million cash payment. Because of the undisputed conflicts of interest in the proposed merger transaction, the General Partner looked to the conflict resolution provisions of the LP Agreement.

Under § 7.9(a) of the LP Agreement, entitled “Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties,” unless otherwise provided in another agreement, the General Partner can resort to several safe harbors to im-munizé conflicted transactions from judicial review:

[A]ny resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by *364all Partners, and shall not constitute a breach of this Agreement ... or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties, or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership).3

The General Partner sought the protections of the safe harbors by Special Approval under § 7.9(a)(i) and Unaffiliated Unitholder Vote under § 7.9(a)(ii). Special Approval is defined in the LPA as “approval by a majority of the members of the Conflicts Committee.”4 The Conflicts Committee must be:

[A] committee of the Board of Directors of the general partner of the General Partner5 composed entirely of two or more directors who are not (a) security holders, officers or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General Partner[,] or (c) holders of any ownership interest in the Partnership Group other than Common Units and who also meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading.6

For purposes of subsection (b), “Affiliate” is defined as any person “that directly or indirectly through one or more intermediaries controls, is controlled by or is under control with, the Person in question.”7 Sunoco and the General Partner are both controlled by ETE, and are “Affiliates,” under the LP Agreement. Thus, Sunoco board members were not eligible to serve as members of the General Partner’s Conflicts Committee. Nor was it clear that they would meet the audit committee independence rules of the New York Stock Exchange.

B.

The General Partner appointed Brannon and Bryant to the Conflicts Committee. The complaint alleges that before the proposed transaction, Brannon was a Sunoco director. On January 16, 2015, ETE appointed Brannon to the General Partner’s board, while still a director of Sunoco. The plaintiff claims that, from January 16-20, while a member of both boards, Brannon consulted informally on the proposed transaction. According to the complaint, Brannon then temporarily resigned from the Sunoco board on January 20, and on January 22, became an official member of the Conflicts Committee when formal resolutions were passed creating the Commit*365tee. Brannon and Bryant then negotiated on behalf of Regency with ETP and recommended the merger transaction to the General Partner. On April 30, 2015, the day that the merger closed, Brannon was reappointed to the Sunoco board, and Bryant was also appointed to Sunoco board.

The complaint also alleges that the Conflicts Committee retained a conflicted financial advisor, J.P. Morgan. J.P. Morgan was supposedly chosen by Regency’s CFO, Long, and not by the Conflicts Committee. Because it was allegedly known that Long was expected to become the CFO of ETP GP LLC, the plaintiff claims that J.P. Morgan was beholden to Long and would favor its long-term relationship with the Energy Transfer entities.

The plaintiff claims that the negotiations between the Conflicts Committee and ETP were ceremonial and only lasted a few days. According to the complaint, between January 23 and January 25, the Conflicts Committee made a perfunctory and slightly increased counteroffer to ETP’s offer, which would have achieved a 15% premium to the closing price of common units. ETP rejected the counteroffer, and the parties settled on ETP’s opening bid of a 13.2% premium to the January 23 closing price. The Conflicts Committee recommended that the General Partner pursue the transaction on the original terms proposed by ETP, which the General Partner approved on January 25. The plaintiff alleges that the entire process from start to finish lasted nine days.

C.

The LP Agreement only required minimal disclosure when a merger transaction was considered by the unitholders — a summary of, or a copy of, the merger agreement.8 But the General Partner went beyond the minimal requirements in the LP Agreement. To gain Unaffiliated Unitholder Approval and the benefit of the safe harbor, the General Partner filed a 165-page proxy statement and disseminated it and a copy of the merger agreement to the unitholders.

The proxy statement stated that the “Conflicts Committee consists of two independent directors: Richard D. Brannon (Chairman) and James W. Bryant.”9 It also stated that the Conflicts Committee approved the transaction, and such approval “constituted ‘Special Approval’ as defined in the Regency partnership agreement.”10 The proxy statement did not inform unit-holders about the circumstances of Bryant’s alleged overlapping and shifting allegiances, including reviewing the proposed transaction while still a member of the Sunoco board, his nearly contemporaneous resignation from the Sunoco board and appointment to the General Partner’s board and then the Conflicts Committee, or Brannon’s appointment and Bryant’s reappointment to the Sunoco board the day the transaction closed. At a special meeting of Regency’s unitholders on April 28, 2015, a majority of Regency’s unithold-ers, including a majority of its unaffiliated unitholders, approved the merger.

D.

After plaintiff filed his complaint challenging the fairness of the merger transaction, the defendants moved to dismiss under Court of Chancery Rule 12(b)(6), invoking the protections of Special Approval and Unaffiliated Unitholder Approval under the LP Agreement. The Chancellor *366reached only the Unaffiliated Unitholder Vote safe harbor. After finding that all fiduciary duties were displaced by contractual terms, the court noted that the LP Agreement contained “just a single disclosure requirement” and thus the LP Agreement terms “unambiguously extinguish the duty of disclosure and replace it with a single disclosure requirement.”11 According to the court, given the express disclosure obligation, the implied covenant of good faith and fan- dealing “has no work to do” because “the express waiver of fiduciary duties and the clearly defined disclosure requirement ... prevent the implied covenant from adding any additional disclosure obligations to the agreement.”12 Once the Unaffiliated Unitholder Vote safe harbor applied, the court dismissed the case because “the Merger is deemed approved by all the limited partners, including plaintiff, and is immune to challenge for contractual breach.”13

II.

The appeal comes to us from the Court of Chancery’s decision granting the defendants’ motion to dismiss. Our review is de novo.14

A.

We start with the settled principles of law governing Delaware limited partnerships. The Delaware Revised Uniform Limited Partnership Act (“DRUPLA”) gives “maximum effect to the principle of freedom of contract.”15 One freedom often exercised in the MLP context is eliminating any fiduciary duties a partner owes to others in the partnership structure.16 The act allows drafters of Delaware limited partnerships to modify or eliminate fiduciary-based principles of governance, and displace them with contractual terms.

With the contractual freedom accorded partnership agreement drafters, and the typical lack of competitive negotiations over agreement terms, come corresponding responsibilities on the part of investors to read carefully and understand their investment. Investors must appreciate that “with the benefits of investing in alternative entities often comes the limitation of looking to the contract as the exclusive source of protective rights.”17 In other words, investors can no longer hold the general partner to fiduciary standards of conduct, but instead must rely on the express language of the partnership agreement to sort out the rights and obligations among the general partner, the partnership, and the limited partner investors.

Even though the express terms of the agreement govern the relationship when fiduciary duties are waived, investors are not without some protections. For instance, in the case of an ambiguous partnership agreement of a publicly traded limited partnership, ambiguities are resolved as with publicly traded corporations, to give effect to the reading that best fulfills the reasonable expectations an investor would have had from the face of the agreement.18 The reason for this is *367simple. When investors buy equity in a public entity, they necessarily rely on the text of the public documents and public disclosures about that entity, and not on parol evidence.19 And, of course, another protection exists. The DRUPLA provides for the implied covenant of good faith and fair dealing, which cannot be eliminated by contract.20

The implied covenant is inherent in all contracts and is used to infer contract terms “to handle developments or contractual gaps that the asserting party pleads neither party anticipated.”21 It applies “when the party asserting the implied covenant proves that the other party has acted arbitrarily or unreasonably, thereby frustrating the fruits of the bargain that the asserting party reasonably expected.”22 The reasonable expectations of the contracting parties are assessed at the time of contracting.23 In a situation like this, involving a publicly traded MLP, the pleading-stage inquiry focuses on whether, based on a reading of the terms of the partnership agreement and consideration of the relationship it creates between the MLP’s investors and managers, the express terms of the agreement can be reasonably read to imply certain other conditions, or leave a gap, that would prescribe certain conduct, because it is necessary to vindicate the apparent intentions and reasonable expectations of the parties.

B.

The Court of Chancery decided that the implied covenant could not be used to remedy what the plaintiff alleged were faulty safe harbor approvals because the LP Agreement waived fiduciary-based standards of conduct and contained an express contractual term addressing what disclosures were required in merger transactions. According to the court, the implied covenant had “no work to do” because the express disclosure requirement displaced the implied covenant.24

The Court of Chancery erred by focusing too narrowly on whether the express disclosure provision displaced the implied covenant. Instead, it should have focused on the language of the safe harbor approval process, and what its terms reasonably mean. Although the terms of the LP Agreement did not compel the General Partner to issue a proxy statement, it chose to undertake the transaction, which the LP Agreement drafters would have known required a pre-unitholder vote proxy statement. Thus, the General Partner voluntarily issued a proxy statement to induce unaffiliated unitholders to vote in favor of the merger transaction. The favorable vote led not only to approval of the *368transaction, but allowed the General Partner to claim the protections of the safe harbor and immunize the merger transaction from judicial review. Not surprisingly, the express terms of the LP Agreement did not address, one way or another, whether the General Partner could use false or misleading statements to enable it to reach the safe harbors.

We find that implied in the language of the LP Agreement’s conflict resolution provision is a requirement that the General Partner not act to undermine the protections afforded unitholders in the safe harbor process. Partnership agreement drafters, whether drafting on their own, or sitting across the table in a competitive negotiation, do not include obvious and provocative conditions in an agreement like “the General Partner will not mislead unitholders when seeking Unaffiliated Un-itholder Approval” or “the General Partner will not subvert the Special Approval process by appointing conflicted members to the Conflicts Committee.” But the terms are easily implied because “the parties must have intended them and have only failed to express them because they are too obvious to need expression.”25 Stated another way, “some aspects of the deal are so obvious to the participants that they never think, or see no need, to address them.”26

Our use of the implied covenant is based on the words of the contract and not the disclaimed fiduciary duties. Under the LP Agreement, the General Partner did not have the full range of disclosure obligations that a corporate fiduciary would have had. Yet once it went beyond the minimal disclosure requirements of the LP Agreement, and issued a 165-page proxy statement to induce the unaffiliated unit-holders not only to approve the merger transaction, but also to secure the Unaffiliated Unitholder Approval safe harbor, implied in the language of the LP Agreement’s conflict resolution provision was an obligation not to mislead unitholders.

Further, the General Partner was required to form a Conflicts Committee comprised of members who:

[A]re not (a) security holders, officers or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General Partner or (c) holders of any ownership interest in the Partnership Group other than Common Units and who also meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common units are listed or admitted to trading.27

*369As with the contract language regarding Unaffiliated Unitholder Approval, this language is reasonably read by unitholders to imply a condition that a Committee has been established whose members genuinely qualified as unaffiliated with the General Partner and independent at all relevant times. Implicit in the express terms is that the Special Committee membership be genuinely comprised of qualified members and that deceptive conduct not be used to create the false appearance of an unaffiliated, independent Special Committee.

C.

The plaintiff has agreed that the LP Agreement’s safe harbor provisions, if satisfied, would preclude judicial review of the transaction. But we find that the plaintiff has pled sufficient facts to support his claims that those safe harbors were unavailable to the General Partner. Instead of staffing the Conflicts Committee with independent members, the plaintiff alleges that the chair of the two-person Committee started reviewing the transaction while still a member of an Affiliate board. Just a few days before the General Partner created the Conflicts Committee, the same director resigned from the Affiliate board and became a member of the General Partner’s board, and then a Conflicts Committee member.

Further, after conducting the negotiations with ETE over the merger terms and recommending the merger transaction to the General Partner, the two members of the Conflicts Committee joined an Affiliate’s board the day the transaction closed. The plaintiff also alleges that the Conflicts Committee members failed to satisfy the audit committee independence rules of the New York Stock Exchange, as required by the LP Agreement. In the proxy statement used to solicit Unaffiliated Unitholder Approval of the merger transaction, the plaintiff alleges that the General Partner materially misled the unitholders about the independence of the Conflicts Committee members. In deciding to approve the merger, a reasonable unitholder would have assumed based on the disclosures that the transaction was negotiated and approved by a Conflicts Committee composed of persons who were not “affiliates” of the general partner and who had the independent status dictated by the LP Agreement. This assurance was one a reasonable investor may have considered a material fact weighing in favor of the transaction’s fairness.

The plaintiff has therefore pled facts raising sufficient doubt about the General Partner’s ability to use the safe harbors to shield the merger transaction from judicial review. Thus, we reverse the judgment of the Court of Chancery dismissing Counts I and II of the complaint.

VALIHURA, Justice:

*484Two of Oxbow Carbon LLC's ("Oxbow") minority Members-Crestview Partners, L.P. and Load Line Capital LLC (together, the "Minority Members")-have attempted to force a sale of Oxbow over the objection of Oxbow's majority Members, William I. Koch and his affiliates (the "Koch Parties").1 This dispute centers on the proper interpretation of the governing Third Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). Although the Court of Chancery found that the minority investors affiliated with Koch-Ingraham Investments LLC and Oxbow Carbon Investment Company LLC (collectively, the "Small Holders")-could block the sale unless it met certain payment conditions, the court nonetheless found a contractual gap in the LLC Agreement because the Board did not specify the terms and conditions under which the Small Holders acquired their units. Using the implied covenant of good faith and fair dealing, the Court of Chancery filled that gap by implying a "Top-Off" option for the Small Holders' units, effectively stripping them of the right to block the proposed transaction.

On appeal, Oxbow claims that (1) the trial court improperly applied the implied covenant, (2) there was no contractual gap, (3) Oxbow did not breach the LLC Agreement, and (4) the court's rulings on remedies are erroneous. We hold that the Court of Chancery correctly interpreted the LLC Agreement's plain language, but erred by finding a contractual gap concerning the admission of the Small Holders. Thus, we AFFIRM in part and REVERSE in part the Court of Chancery's February 12, 2018, decision, and VACATE the August 1, 2018, decision on remedies.

I. Background Facts2

Oxbow, the leading third-party provider of marketing and logistics services to the global petcoke market, is a Delaware LLC controlled by William I. Koch through Oxbow Carbon & Minerals Holdings, Inc. ("Oxbow Holdings").3 Koch serves as Oxbow's CEO and Chairman of the Board. To finance two possible acquisitions in 2006, Oxbow explored investment by outside private equity firms. Crestview, a new firm *485led by Robert J. Hurst and Barry S. Volpert, expressed interest in investing in Oxbow. Hurst and Volpert had a combined fifty years of experience at Goldman Sachs, where both held high-level posts.4 During the capital-raising process, Oxbow also explored possible investments by ArcLight Capital Partners LLC ("ArcLight")5 and by John Coumantaros, a wealthy shipping magnate.

The LLC Agreement was executed on May 8, 2007.6 Oxbow Holdings made the largest capital contribution of $483,038,499.86 in return for 4,830,385 units-almost 60% of Oxbow's equity-and the right to appoint six Board members. Several of Koch's family members and affiliates also invested, which meant that Koch and his affiliates owned a combined 67% of Oxbow's equity. Crestview made a capital contribution of $190 million and received nearly 1.9 million units-a 23.48% equity stake-and appointed Hurst and Volpert to the Oxbow Board. Coumantaros made a capital contribution of $75 million through Load Line Capital LLC ("Load Line") in return for 750,000 units, representing 9.27% of Oxbow's equity. Load Line was entitled to one Board appointment and appointed Coumantaros to Oxbow's Board. Additionally, the Minority Members received a put option that could be exercised after seven years, beginning May 8, 2014 (the "Put Right"). If Oxbow rejected the put, the party exercising the Put Right could attempt to force an "Exit Sale" of all of Oxbow's units.

In the fall of 2010, Oxbow pursued an acquisition of International Commodities Export Corporation, a large sulfur-trading business. As a part of the acquisition, Oxbow allowed the sulfur company executives to purchase equity in Oxbow. Around the same time, Koch proposed to the Board that members of his family have an opportunity to simultaneously invest in Oxbow with the sulfur company executives. On April 28, 2011, the Board-including the Minority Members' representatives-voted unanimously to issue units to Koch's family members and the sulfur company executives at $300 per unit. Koch's family members invested through Ingraham Investments LLC ("Family LLC"), and the sulfur company executives invested through Oxbow Carbon Investment Company LLC ("Executive LLC"). Koch has controlled Family LLC from its inception, and he is the sole manager of Executive LLC's managing member.

The Board did not immediately implement the transactions, however, as there were other details to sort out with the sulfur company executives. During that time, Oxbow's then-CFO, Zach Shipley, alerted Koch and Oxbow's corporate secretary to certain procedural requirements in the LLC Agreement that the Board did not follow in its April 28, 2011, vote. In an email, Shipley wrote:

In the context of [Oxbow] selling new equity to members of Bill's family, it has been drawn to my attention that the *486Operating Agreement of [Oxbow] gives all members certain rights of participation in any equity [issuance] by the Company .... I don't think this will have a practical effect on the ultimate outcome of the equity sales to Bill's family, but it does present a procedural requirement. Basically, we have to offer equity to all members at $300 per unit .... I expect that, at $300/unit, no one but the intended buyers will buy additional equity, but if they do, maybe that is a good thing.

[T]his does raise a question about whether we need to get a slightly different approval from the Board.7

The issuance of units to Koch's family members also implicated Article III, Section 3(d)(11) of the LLC Agreement (the "Related Party Provision"), which triggers the need for a "Supermajority Vote," defined as approval from a majority of the Board, which approval had to include the Load Line director and at least one Crestview director. Oxbow did not get any additional approvals from the Board for the issuance to Koch's family members. Further, the court found that the Small Holders did not provide Oxbow with the required signature pages and representations and warranties until 2016.

The Board reevaluated its earlier approval of the issuance of new units to Executive LLC on November 9, 2011, and raised the total number of units to be issued without changing the price. But the Board failed to address the issue of preemptive rights or otherwise comply with the requirements for admitting new Members.8 Nevertheless, Oxbow issued 66,667 units to Family LLC for $20 million on December 23, 2011, and issued 50,000 units to Executive LLC on March 12, 2012, for $15 million. Following those investments, the Small Holders owned a combined 1.4% of Oxbow's equity. And as with the Board vote in April 2011, the Minority Members' Board representatives consented in 2012 to the distribution of funds from the Small Holders' investment.9 Crestview believed it was giving the Small Holders "a great discount," and Crestview received about $8.2 million from these 2012 distributions.10

As Crestview explored an exit from Oxbow around the time the Small Holders were admitted, Morgan Stanley was advising Oxbow and Crestview that Oxbow's units could be publicly offered at around $400 per unit and that the stock would trade up to around $500 per unit. The LLC Agreement provided Crestview with an option to exit Oxbow via the Put Right beginning on May 8, 2014, the seventh anniversary of the effective date of its investment. Alternatively, if the put failed, Crestview could force an Exit Sale of all Oxbow's units under certain conditions. One of *487those conditions is that a Member cannot be forced to sell its units in the Exit Sale unless the Member has received distributions equal to or higher than 1.5 times the Member's initial contribution (the "1.5x Clause"). By the time Oxbow admitted the Small Holders, the other Members had received returns sufficient to meet the 1.5x Clause. The Small Holders, however, required a return of $414 per unit, taking into account distributions that had already been paid to them, to satisfy the 1.5x Clause at the time of an Exit Sale. The Court of Chancery found that "[t]here is some reason to think that Crestview's principals were not overly concerned with the issuances to the Small Holders because of the valuation that they placed on Oxbow," which they projected "at close to $560 per unit" for a potential exit in 2015.11

By 2013, Koch had become concerned that Crestview was focused on achieving liquidity for its investment. In response to this concern, Crestview agreed to postpone the date by which it could exercise its Put Right for Oxbow to buy its units, or, in the event Oxbow rejected the Put Right, its right to force an Exit Sale. Crestview and Oxbow amended the LLC Agreement to incorporate this postponement, which they repeated three times before litigation commenced.12 In February 2014, with the Minority Members' seven-year holding period coming to an end, the parties negotiated Amendment No. 3. The amendment, negotiated after the Small Holders invested, addressed the Exit Sale Right. Notably, the Minority Members did not bargain for a change to the "all, but not less than all"13 language in the definition of "Exit Sale," even though the parties removed that limitation for the Minority Members' Put Right.14

With an Exit Sale looming, Oxbow searched for replacement capital to redeem Crestview's units. During that process, Christina O'Donnell became a key player. O'Donnell had begun working with Koch as a consultant to his family office, Renegade Management, Inc., where she performed well and gained Koch's trust. In 2014, Koch elevated O'Donnell to become a member of Oxbow's Board and CEO of Renegade Management. She also served as the president of Family LLC and Vice President of Oxbow Holdings. These positions gave O'Donnell significant oversight responsibility of Koch's financial holdings.

In the midst of a "management crisis" in December 2014 and early 2015, however, O'Donnell developed close relationships with Eric Johnson, Oxbow's President, and Volpert and Hurst. Johnson was at odds with Koch and felt indebted to Crestview following his promotion to President of Oxbow. Eventually, O'Donnell, Johnson, Volpert, and Hurst concluded that Koch should step down from Oxbow's leadership. They evaluated several options, including *488purchasing enough of Koch's units to acquire control, empowering Johnson to run Oxbow, or bringing in an outside investor to purchase enough of Koch's units to give Crestview and the new investor a majority stake. When they attempted to convince Koch to take a leave of absence to address personal matters, Koch viewed their suggestion as an attempt to undermine his control.

Amid the heightening tension between Oxbow and Crestview, Koch instructed O'Donnell to run the capital-raising process necessary to purchase some or all of Crestview's units. Koch also informed O'Donnell that he did not want Crestview involved in that process. O'Donnell disregarded that instruction and continued working with Crestview to find outside investors in an effort to remove Koch. O'Donnell and Crestview communicated secretly, using private email accounts, texts, and phone calls. They also reported to potential investors that Koch would transition the CEO role to Johnson and sell enough equity to give up control of Oxbow-even though Koch had committed to do neither. As a result of their efforts, Oxbow received proposed term sheets from ArcLight, Energy Capital Partners, and Trilantic Capital Partners.

Koch disliked the proposed term sheets because he thought they threatened his control of Oxbow. At O'Donnell's suggestion, Koch sought legal counsel and hired Mintz, Levin, Cohen, Ferris, Glovsky & Popeo, P.C. ("Mintz Levin") to advise him personally. Koch conferred with Mintz Levin and confirmed that the proposed term sheets would be disastrous for his control over Oxbow. Meanwhile, O'Donnell and Crestview attempted to promote a transaction with one of the three private equity firms, which would result in Koch giving up control in favor of Johnson. Koch and Mintz Levin concluded from these efforts "that O'Donnell, Johnson, and Crestview were trying to use the capital raise to stage a coup."15 Despite his feeling that O'Donnell had betrayed him, Koch opted to keep her at Oxbow.

Koch proceeded to take control of the capital-raising process, and, in June 2015, he informed the Board that Crestview's interests were at odds with Oxbow's interests. He further informed O'Donnell and Johnson that they could no longer be involved in the process. Crestview exercised its Put Right on September 28, 2015, and demanded that Oxbow purchase all of its units.16 Oxbow had until January 19, 2016, to accept the put and acquire the Minority Members' units. If it did not, Crestview could attempt to force an Exit Sale. Per the LLC Agreement, Oxbow Holdings sought to hire an investment banker and eventually retained Evercore Group L.L.C. ("Evercore") to conduct a valuation of Oxbow. If Evercore's valuation was within ten percent of the figure calculated by Crestview's investment banker, Duff & Phelps, LLC, the fair market value for purposes of the Put Right would be the average of the two. Otherwise, the parties would retain a third investment bank and the median of the three valuations would control.

Meanwhile, Oxbow retained Goldman Sachs in October 2015 to raise capital capable of satisfying the put. None of the offers solicited by Goldman exceeded $120 per unit for a minority stake. The trial court found some evidence that the offers could have been low because of Crestview's attempt to influence this process. For example, *489Crestview continued back-channel discussions with Goldman and considered rolling some of its stake into a control deal with the bidder.17 O'Donnell and Johnson continued to secretly communicate with Crestview and held private meetings with possible bidders, including Trilantic and ArcLight.

During the valuation and bidding process, legal counsel for Koch and Oxbow explored ways to handle the put. Aside from Oxbow's preferred option-raising capital to accept the put, thereby nixing any Exit Sale-the attorneys for Koch and Oxbow proposed three options: (1) negotiate a reduced redemption amount with the Minority Members; (2) reject or ignore the put and permit Crestview to exercise its right to an Exit Sale, but then dispute the validity of the Exit Sale because the Small Holders did not satisfy the 1.5x Clause; or (3) accept the put and take the position that Oxbow only had the ability to redeem units periodically over time. Koch's advisors also proposed going public or merging with a public shell company, which would eliminate the Minority Members' ability to exercise the Put Right. However, Evercore advised that there was no time to conduct an IPO.

In November 2015, Evercore submitted its fair market valuation of Oxbow at $145 per unit-far lower than the Minority Members' valuation of $256.56. Because the valuations differed by more than ten percent, the parties hired Moelis & Company, which advised that the fair market value of Oxbow was $169 per unit. As the median of the three valuations, this figure set the fair market value for the Put Right. The directors appointed by Oxbow Holdings unanimously rejected the put on January 19, 2016, and Koch instructed Oxbow and its counsel to "obstruct [and] derail" the Exit Sale.18

Crestview exercised its right to an Exit Sale on January 20, 2016. To kick off the Exit Sale process, Oxbow began looking for an investment bank to conduct the sale. Crestview had a strong preference for Goldman Sachs and, behind the scenes, Hurst, Volpert, Johnson, and O'Donnell discussed how to convince Koch to hire Goldman. O'Donnell, who now had been sidelined by Koch, emailed Johnson, saying:

Let's take [Koch's] company from him quickly, not a day of relief, put him through the hell he put us through, let's find $30 million of cost savings if he's not running it. Let's make it very personal, just like he did.

Let's remind him we know things about him as well. Let's take his plane, his job, *490and when it's over let's drink his wine before you take me dancing.19

Oxbow eventually hired Goldman Sachs, but Johnson and O'Donnell suggested that Crestview adopt "the ambush approach" and act as though they had little interest in selling, and then once Oxbow hired Goldman, they would "sell hard."20 On March 16, 2016, ArcLight sent Oxbow, Crestview, and Load Line a letter of intent to acquire one-hundred percent of Oxbow's equity for $176.59 per unit.

On June 10, 2016, the Koch Parties filed suit against the Minority Members, Hurst, and Volpert, primarily seeking a declaratory judgment that its interpretation of the LLC Agreement was correct and that the Small Holders could block the Exit Sale. After Koch initiated this litigation and fired Johnson, ArcLight dropped out, not wanting to buy into a pending lawsuit. When the Minority Members asserted counterclaims and sought a declaratory judgment to enforce their interpretation of the LLC Agreement, the Koch Parties filed a separate 144-page complaint against Crestview, Volpert, Hurst, O'Donnell, and Johnson, asserting additional claims of contractual and fiduciary breaches. The Court of Chancery consolidated the actions and the parties cross-moved for summary judgment.

In its summary judgment opinion, the Court of Chancery suggested that the Minority Members essentially made a "fairly litigable" implied covenant argument:

The Minority Members stress that the 1.5x Return Clause would be satisfied except for the Small Holders. They argue with some force that given the overall structure of the agreement and the concept of the Exit Sale, they never would have agreed that investors with a stake as small as the Small Holders' would be able to block the operation of the Exit Sale Right. That is an implied covenant argument, and it is fairly litigable. One can posit that in the original bargaining position, had the current situation been discussed, then the Minority Members would have insisted on the ability to compensate the Small Holders separately, rather than lose the efficacy of the threat that put teeth into the Put Right. It is also true that the Company, [Oxbow Holdings], and Koch did not historically act as if the Small Holders were an impediment to the Exit Sale Right. But the current cross-motions for summary judgment are not about the implied covenant. They are about the plain language of the Exit Sale Right, which is contrary to the Minority Members' position.21

Although it had raised the implied covenant sua sponte , the court held in its summary judgment order that the "Highest Amount Interpretation" controlled. Under the Highest Amount Interpretation, to initiate an Exit Sale, each Oxbow Member must participate and receive 1.5 times its initial investment by pro rata distribution, resulting in equal consideration for each Member. The trial court rejected Crestview's primary interpretation-the "Leave Behind Theory"-which would allow Crestview to force an Exit Sale of all Members who met the 1.5x Clause through pro rata distribution of Exit Sale proceeds, while leaving behind Members who did not satisfy the 1.5x Clause.

Heeding the court's suggestion, the Minority Members amended their counterclaims and added a count for breach of the *491implied covenant of good faith and fair dealing. In their pre-trial briefing, the Minority Members argued that a contractual gap exists because: (1) the LLC Agreement does not expressly permit or prohibit a Top-Off (the "Top-Off Gap"),22 and (2) the Board had not determined the rights of the Small Holders (the "Small Holders' Rights Gap"). The Minority Members argued that the Top-Off Gap should be filled with a Top-Off payment, but they did not request a specific remedy as to the Small Holders' Rights Gap. In their post-trial briefing, the Minority Members abandoned the Small Holders' Rights Gap Theory, argued only the Top-Off Gap Theory, and claimed that the gap should be filled with a Top-Off payment.

The parties proceeded through discovery and to trial in July 2017. The Court of Chancery held that the Highest Amount Interpretation was the only reasonable reading of the LLC Agreement based on its plain language, but it ruled in favor of the Minority Members on the basis of the Small Holders' Rights Gap implied covenant theory. As explained more fully below, the trial court found a contractual "gap" concerning the Small Holders' admission. After finding a gap, the court used the implied covenant to allow the Minority Members to satisfy the Small Holders' 1.5x threshold using a Seller Top-Off, thereby allowing for an Exit Sale. On October 10, 2018, the Koch Parties appealed to this Court and the parties submitted a Joint Motion for Expedited Proceedings, which this Court granted on October 25, 2018.

II. Key Terms of the LLC Agreement

The terms central to this dispute concern the admission of the Small Holders and the provisions impacting the Exit Sale process. Under Article IV, Section 5 of the LLC Agreement, Oxbow's Board possesses the power to admit new Members (the "New Member Provision"). That section provides:

Section 5. Additional Members. Subject to Article XIII, Section 5, upon the approval of the Directors, additional Persons may be admitted to the Company as Members and Units may be created and issued to such Persons as determined by the Directors on such terms and conditions as the Directors may determine at the time of admission . The terms of admission may provide for the creation of different classes or series of Units having different rights, powers and duties . As a condition to being admitted as a Member of the Company, any Person must agree to be bound by the terms of this Agreement by executing and delivering a counterpart signature page to this Agreement, and make the representations and warranties set forth in Section 7 below as of the date of such Person's admission to the Company. The address, Percentage Interest and Capital Contribution of each such additional Member shall be added to Exhibit A, which shall thereby be amended.23

*492The LLC Agreement defines "Member" in Article I:

"Member " or "Members " means any Person named as a member of the Company on Exhibit A attached hereto and includes any Person subsequently admitted as a Member .24

The admission of additional Members requires certain formalities. Article XIII, Section 5(a) of the LLC Agreement (the "Preemptive Rights Provision") states: "Subject to the terms and conditions of this Section 5, each Member will have the right to purchase its 'pro rata share' of any Equity Securities (as defined below) that the Company may, from time to time, propose to issue and sell after the Effective Date...."25 The remainder of Section 5 contains additional procedural requirements regarding the issuance of new equity securities. Most notably, Section 5(b) requires written notice concerning new equity issuances:

(b) Exercise of Rights . If the Company proposes to issue Equity Securities, the Company will give each Member written notice of its intention, describing the Equity Securities and the price and terms and conditions upon which such Equity Securities are to be issued and/or sold. Such Member will have 20 calendar days from its receipt of such notice to elect to purchase up to its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by providing written notice to the Company which include the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such Equity Securities to such Member if such action would result in any of the consequences set forth in Article XIII, Section 2(a)-(e).26

Additionally, certain related-party transactions are prohibited absent supermajority approval by the Board under the Related Party Provision:

(d) Except as contemplated in an Approved Summary Annual Budget, the Company shall not take, and shall cause its Subsidiaries not to take, any of the following actions without a Supermajority Vote (provided, that the consent of the Crestview Directors (only one of which shall be required to consent) and the Load Line Director shall not be unreasonably withheld, delayed or conditioned in any event):

...

(11) the Company's or any Subsidiary's entering into, terminating or amending any transaction, agreement or arrangement with or for the benefit of any Member or any of its Affiliates (or any member of their "immediate family" as such term is defined in Rule 16a-1 of the Securities Exchange Act of 1934) ....27

Article XIII, Section 8(a) of the LLC Agreement contains the Minority Members' Put Right:

(a) Subject to the terms herein, and provided that the Company (or its successor) is not Publicly Traded, Crestview shall possess the right and option *493(the "Put Right"), exercisable in its sole discretion, to require the Company to purchase in cash for Fair Market Value (the "Put Price") all or any portion of the Member Interest and Units then held by Crestview, but in no case less than twenty-five percent (25%) of the Member Interest and Units held by Crestview prior to the first such exercise of its Put Right.... In the event Crestview does not exercise its Put Right within sixty (60) calendar days following an event described in the foregoing clauses (ii) or (iii), Load Line shall possess the Put Right, subject to the same limitations described herein (including the foregoing proviso)....28

Amended Section 8(e) of Article XIII (the "Exit Sale Right") sets forth the rights of the Minority Members in the event that Oxbow rejects the put:

(e) If (x) the Company rejects the Put Notice in writing or fails to respond to the Put Notice within 180 calendar days of its receipt and (y) the Company is not Publicly Traded:

(A) if at such time Crestview owns ten percent (10%) or more of the outstanding Member Interests and Units of the Company, the Exercising Put Party may require all of the Members to engage in an Exit Sale, on the terms set forth in Section 7(c), Section 7(d) and Section 9(b) , in which the aggregate consideration to be received by such Members at the closing of such Exit Sale equal or exceed Fair Market Value; provided, that the Exercising Put Party may not require any other Member to engage in such Exit Sale unless the resulting proceeds to such Member (when combined with all prior distributions to such Member) equal at least 1.5 times such Member's aggregate Capital Contributions through such date ....29

The definition of an "Exit Sale" is essential to the interpretation of the Exit Sale Right. Article I of the LLC Agreement defines an Exit Sale as:

[A] Transfer of all, but not less than all , of the then-outstanding Equity Securities of the Company and/or all of the assets of the Company to any non-Affiliated Person(s) in a bona fide arms'-length transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise).30

A transfer requires "all, but not less than all" Equity Securities (the "All Securities Clause"). Thus, for an Exit Sale to take place at the unitholder level, the All Securities Clause means that no Member can be left behind.

Upon the exercise of the Exit Sale Right, the parties had an obligation to use "reasonable efforts" to effectuate the Exit Sale under Article XIII, Section 8(f) (the "Reasonable Efforts Provision"):

(f) If the Exercising Put Party elects to require all of the Members to engage in an Exit Sale pursuant to Section 8(e) above ... each party hereto agrees to use its reasonable efforts to take or cause to be taken or do or cause to be done all things necessary or desirable to effect such Exit Sale . Without limiting the generality of the foregoing, each Member shall vote for, consent to and raise no objections against any Exit Sale pursuant to this Section 8(f) and shall *494enter into customary definitive agreements in connection therewith.31

As stated in the Exit Sale Right, any Exit Sale must take place "on the terms set forth in [Article XIII,] Section 7(c), Section 7(d) and Section 9(b)" (collectively, the "Equal Treatment Requirements"). Section 7(c) provides for a pro rata allocation of expenses for an Exit Sale:

(c) In the case of both a Tag-Along Transfer and an Exit Sale, each Member shall be obligated to pay only its pro rata share (based on the aggregate consideration received by such Member in respect of the Units Transferred by such Member) of expenses incurred in connection with a consummated Tag-Along Transfer or Exit Sale to the extent such expenses are incurred for the benefit of all Members and are not otherwise paid by the Company or another Person.32

Importantly, Section 7(d) states that any Exit Sale must be on equal terms and conditions (the "Equal Treatment Provision"): "In the case of both a Tag-Along Transfer and an Exit Sale, (A) each Unit Transferred in such Tag-Along Transfer and Exit Sale shall be Transferred on the same terms and conditions as each other Unit so Transferred ...."33 And like Section 7(c), Section 9(b) provides for a pro rata allocation of indemnification expenses:

(b) No Member shall be obligated in connection with any such Exit Sale (i) to agree to indemnify or hold harmless the Person to whom the Units are being sold with respect to any indemnification or other obligation in an amount in excess of the net proceeds paid to the such [sic] Member in connection with such Exit Sale or (ii) to enter into any non-competition, non-solicitation or other similar arrangement; provided, further, that such indemnification or other obligations shall be pro rata as among the Members other than with respect to representations made individually by a Member (e.g., representations as to title or authority of such Member or the lack of any encumbrance on any of the Units to be sold by such Member). Allocation of the aggregate purchase price payable in an Exit Sale will be determined by assuming that the aggregate purchase price was distributed to [Oxbow Holdings] and the remaining Members in accordance with Article XI, Section 1 hereof.34

The last sentence of the provision quoted above states that proceeds from an Exit Sale will be distributed in accordance with Article XI, Section 1 (the "Distribution Provision"), which in turn refers to Section 2 of Article XI. These sections provide:

Section 1. Distributions. Subject to such conditions as may be imposed under any Financing Arrangements and to the prior payment of distributions pursuant to Article XI, Section 2, all Net Cash Flow shall be distributed on a quarterly basis to the Members in accordance with their Percentage Interests within 45 calendar days after the end of each Fiscal Quarter ....

Section 2. Mandatory Distributions. Prior to making any distributions in respect of any quarter pursuant to Article XI, Section 2, the Company will make quarterly distributions to each Member, to the extent of Net Cash Flow, in an amount equal to such Member's Maximum Permitted Tax Amount; provided, that if the amount of Net Cash Flow is *495not sufficient to make the foregoing payments in full, the amount that is available will be distributed in the same proportion as if the full amount were available....35

Thus, Section 2 of Article XI states that, prior to quarterly distributions, Oxbow will first pay the Members "in an amount equal to such Member's Maximum Permitted Tax Amount ...."36 After that, Section 1 of Article XI provides that the remaining Net Cash Flow-including the Exit Sale proceeds-will be distributed "in accordance with their Percentage Interests."37

III. The Court of Chancery's Decision

The Court of Chancery first evaluated the Small Holders' status as Members and held that they had not been properly admitted, but that the doctrine of laches barred the Minority Members' claim that they were not Members. Next, the court considered competing interpretations of the LLC Agreement to determine whether the Minority Members could force an Exit Sale. The court held that the plain language of the LLC Agreement did not allow the Minority Members to force an Exit Sale unless the Small Holders would receive 1.5x their initial capital contributions in the transaction, taking into account distributions received. Because the per unit amount must clear this requirement for every Member, and because every Member must receive the same amount, all Members must receive the highest amount needed to satisfy the 1.5x Clause for any particular Member. However, the court further held that a gap exists in the LLC Agreement relating to the terms on which the Small Holders had become Members. Relying on the implied covenant, the court "filled the gap" with a Seller Top-Off and held that the Minority Members can force an Exit Sale. Finally, the court held that Oxbow breached the Reasonable Efforts Provision, and, in a later opinion, crafted remedies in favor of the Minority Members.38

The trial court issued a 176-page post-trial opinion detailing the extrinsic evidence relating to the LLC Agreement and conduct of the parties, which it ultimately determined to be irrelevant in analyzing the plain meaning of the LLC Agreement. Because we conclude that the court erred in employing the implied covenant to imply a Seller Top-Off right, and because we agree with the Vice Chancellor's analysis of the plain meaning of the LLC Agreement, we confine our discussion below to those aspects of the trial court's post-trial decision.

A. The Small Holders' Status as Members

The Minority Members argued at trial that Oxbow did not properly admit the Small Holders in 2011 and 2012. Specifically, Oxbow did not comply with the Preemptive Rights Provision, obtain supermajority approval under the Related Party Provision, or obtain the proper signatures, representations, and warranties under the New Member Provision at the time of the Small Holders' investment.

The Court of Chancery held that Oxbow had the power as an entity to issue new units and to admit new Members, and so the failures to comply with the LLC Agreement were voidable acts subject to *496equitable defenses.39 The court also found that, since 2011 and 2012, all relevant parties-including the Minority Members-had treated the Small Holders as valid Members. To support that conclusion, the court relied on the following facts:

• The Minority Members' Board representatives were present and participated in the 2011 vote to issue new units to the Small Holders. As part of the admission of the Small Holders, Crestview received about $8.2 million and its representatives believed that they were being undercompensated relative to Oxbow's true value.

• In 2012, Oxbow began listing the Small Holders as Members in a section of the monthly management reports titled "Member Equity." Specifically, the January 2012 report listed Family LLC as a Member and showed that $20 million had been distributed to the Members. Likewise, the April 2012 report listed Executive LLC as a Member and showed the distribution of $15 million. The Minority Members received these reports for seventy-two consecutive months.

• Oxbow's audited financial statements for 2011, 2012, and 2013, which the Minority Members received, reported the issuance of units to the Small Holders and identified those entities as Koch-controlled affiliates.

• In 2012 and 2013, Oxbow's auditor classified the Small Holders as Members in its report to the Audit Committee, which Hurst chaired.

• The Minority Members did not challenge the Small Holders' status as Members until August 31, 2016. Hurst testified that he was aware of the Small Holders' investments in 2012 and "just didn't make a big deal about it."40

Thus, the Court of Chancery held that laches barred the Minority Members' claim that the Small Holders are not Members.

B. The Highest Amount Interpretation Controls

During this litigation, the Court of Chancery considered the parties' various shifting interpretations of the LLC Agreement to determine whether the Minority Members could force an Exit Sale. Oxbow advanced the Highest Amount Interpretation, meaning that Exit Sale proceeds must satisfy the 1.5x Clause for each Member based upon pro rata allocation of proceeds resulting from the Exit Sale, and that all Members must participate and receive the same consideration. The Minority Members, however, argued that the language of the LLC Agreement contemplated the Leave Behind Theory. Alternatively, if Members cannot be left behind in an Exit Sale, the Minority Members argued that a Top-Off payment should be implied. Using a Top-Off, some holders would receive greater consideration to satisfy the 1.5x Clause.

Although it had already determined in its summary judgment order that the Highest Amount Interpretation controlled, the Court of Chancery reconsidered the issue in its post-trial opinion "[f]or the sake of completeness."41 The court stated *497that the Exit Sale Right could be construed to support the Leave Behind Theory if read in isolation. But the court held that, when read with other provisions in the LLC Agreement-particularly the definition of "Exit Sale," which requires a transfer of "all, but not less than all, of the then-outstanding Equity Securities of the Company"-the Leave Behind Theory collapses.42 In fact, the court noted several times that Koch had negotiated for a "Blocking Option" in 2007 to prevent the Small Holders from being left behind in an Exit Sale.43

The Court of Chancery then turned its attention to whether the LLC Agreement contemplates a Top-Off. The court held that the combined effect of the Equal Treatment Requirements is to "require equal and ratable treatment of members in an Exit Sale."44 Most notably, Section 7(d) expressly incorporates equal treatment, stating that units transferred in an Exit Sale "shall be Transferred on the same terms and conditions as each other Unit so Transferred ...."45 The court further noted that "[t]he price that a member receives for its units is a term of the transfer."46 Thus, Section 7(d) itself "forecloses having certain members receive greater consideration-different terms-than others."47

Next, the Court of Chancery considered and rejected the Waterfall Top-Off Theory, noting that the Exit Sale Right lacks any language permitting a priority return on capital. Instead, it held that "the Distribution Provisions establish a payment scheme that forecloses priority returns."48 In fact, the distribution provisions of the LLC Agreement require proceeds in an Exit Sale to be distributed "first so that members receive their Maximum Permitted Tax Amount, then pro rata 'in accordance with their Percentage Interests.' "49

*498Hence, a "Waterfall Top Off would contravene these provisions and is not permitted."50

The Court of Chancery held that "[w]hen the 1.5x Clause is read in conjunction with the All Securities Clause and Equal Treatment Requirements, including the Distribution Provisions, then neither the Leave Behind Theory nor a Top Off is reasonable."51 The Vice Chancellor found that "[t]he final LLC Agreement did not expressly provide for a top off right."52 Thus, "[t]he practical result of these provisions when read together is to mandate the Highest Amount Interpretation."53 The trial court explained that, under the Highest Amount Interpretation:

[If] an Exit Sale does not satisfy the 1.5x Clause for any member, then it cannot proceed. To satisfy the 1.5x Clause for all members and to pay all members the same consideration, the Exit Sale must provide all members with the highest amount necessary to satisfy the 1.5x Clause for any member.54

The Vice Chancellor repeatedly emphasized that the Highest Amount Interpretation was the only reading that gives meaning to the LLC Agreement as a whole.55 Although the trial court considered extrinsic evidence, it held that "[b]ecause the plain language of the Exit Sale Right mandates the Highest Amount Interpretation, extrinsic evidence is not relevant."56 It observed, however, that although it reveals a range of views about the 1.5x Clause, the evidence "does not change the fact that the Highest Amount Interpretation is the only reading that gives meaning to the 1.5x Clause, the Exit Sale definition, and the Equal Treatment Requirements, including the Distribution Provisions."57 And for good measure, the trial court reinforced that the Highest Amount Interpretation "is the only reasonable reading of the LLC Agreement."58

C. But the Trial Court Finds a Contractual Gap

The trial court next addressed the Minority Members' contention that the Koch Parties could not rely upon the Highest *499Amount Interpretation because the implied covenant of good faith and fair dealing prevented that result. The Minority Members argued that, under the implied covenant, the court should supply a Top-Off right. The Koch Parties countered that the plain language of the agreement precluded application of an implied covenant theory.

In analyzing these competing contentions, the court first considered the New Member Provision, which states that additional Members may be admitted and that "Units may be created and issued to such [new Members] as determined by the Directors on such terms and conditions as the Directors may determine at the time of admission."59 Those terms "may provide for the creation of different classes or series of Units having different rights, powers and duties."60 The court held that "[b]y deferring until a later point the question of what rights subsequent members would have, the LLC Agreement created a gap."61

Next, the court considered various facts which it found supported the finding of a gap in 2011. First , the relevant Board minutes and the resolutions the Board adopted did not specify "the rights that the members of Koch's family or the former sulfur-company executives would have as members."62 Second , the resolutions employed the term "shares of Company stock," which "implied a common-stock-like instrument without special rights, powers, preferences, or privileges, such as a preferential right to receive 1.5 times invested capital before being forced to engage in a sale."63 Third , the court reasoned that Oxbow's failure to comply with corporate formalities had "created a gap regarding the terms on which the Small Holders became members."64 Had Oxbow followed the proper formalities, it is "impossible to know what would have happened" given the Supermajority Vote requirement, which the Minority Members could have used as leverage to limit the Small Holders' ability to invoke the 1.5x Clause.65 Accordingly, the trial court held that "[t]he Minority Members proved at trial that a gap exists in the parties' contract relating to the terms on which the Small Holders became members."66

The Court of Chancery next considered whether to imply a provision to fill that gap, noting that "[t]o supply an implicit term, the court 'looks to the past' and asks 'what the parties would have agreed to themselves had they considered the issue in their original bargaining positions at the time of contracting.' "67 Because the gap concerns the admission of the Small Holders, the court held that the relevant "time of contracting" was 2011, not when the parties executed the LLC Agreement in 2007. The Vice Chancellor concluded, "[t]he evidence convinces me that it was possible, but unlikely, that the parties would have agreed to a Waterfall Top Off."68 However, the evidence did convince *500the court "that the most likely outcome is that the parties would have agreed to a Seller Top Off."69 Under this approach, "the Minority Members could complete an Exit Sale if they came up with sufficient additional funds to satisfy the 1.5x Clause for the Small Holders."70 Critical to this holding was the trial court's focus on 2011, since "Koch testified that during the negotiations in 2007, any request by Crestview for a Top Off Option would have been a 'deal killer.' "71

IV. Analysis

The Koch Parties claim that the Court of Chancery erred by: (1) applying the implied covenant of good faith and fair dealing to the LLC Agreement; (2) finding that a gap exists in the LLC Agreement regarding the operation of the 1.5x Clause; (3) holding that Oxbow Holdings breached the LLC Agreement's Reasonable Efforts Provision; and (4) awarding a contingent "backstop" remedy to the Minority Members, along with their pro rata share of certain legal fees and expenses. The Minority Members raise as their lead argument in defense of the trial court's opinion an argument they did not raise below, namely, that the plain language of the LLC Agreement permits a Top-Off. Secondarily, they then defend the trial court's implied covenant analysis. For the following reasons, we conclude that the Court of Chancery correctly held that the Highest Amount Interpretation is the only reading that gives meaning to the 1.5x Clause, the Exit Sale definition, and the Equal Treatment Requirements, including the Distribution Provisions. However, we hold that the trial court erred in finding a contractual gap and in applying a Seller Top-Off. Thus, the effect of our decision is that the plain language of the LLC Agreement gives the Small Holders a right to block an Exit Sale by operation of the Highest Amount Interpretation.

A. The Minority Members Abandoned the Small Holders' Rights Gap Theory

Earlier in this litigation, the Minority Members advanced two theories under the implied covenant of good faith and fair dealing: the Small Holders' Rights Gap and the Top-Off Gap. Under the Small Holders' Rights Gap Theory, the LLC Agreement contains a contractual gap because the New Member Provision gives the Board discretion to determine the rights of newly-admitted Members, and because the Board failed to define those rights at the time of the Small Holders' admission. The Top-Off Gap Theory posits that a gap exists in the Exit Sale Right because it does not expressly permit or prohibit a Top-Off payment.

As noted above, the court first raised, sua sponte , an implied covenant theory in its summary judgment order, and then the Minority Members added an implied covenant claim in their Second Amended Counterclaim. However, they did not specifically argue the Small Holders' Rights Gap Theory relied on by the Court of Chancery.

*50172 Instead, in their pre-trial briefing, the Minority Members primarily relied on the Top-Off Gap Theory, and only vaguely referenced the Small Holders' Rights Gap.73 By the time of post-trial briefing and oral argument, the Minority Members had abandoned their Small Holders' Rights Gap Theory altogether.74 In its post-trial opinion, the Court of Chancery expressly concluded that a Top-Off was not reasonable when reading the LLC Agreement as a whole and that the Highest Amount Interpretation controls.75 But the trial court then implied a Seller Top-Off, nonetheless, based on the Small Holders' Rights Gap Theory. In sum, the Court of Chancery first suggested the implied covenant theory sua sponte , rejected the primary Top-Off implied covenant theory that the Minority Members advanced pre- and post-trial, and held that a Top-Off was not reasonable under a plain reading of the contract, but then relied on the abandoned Small Holders Rights Gap Theory to ultimately imply a Top-Off payment right.76

We see another disconnect in the post-trial opinion. The trial court held that laches bars any challenge to the Small Holders'

*502status as Members based on the failure to follow proper formalities in the Small Holders' admission process. But the trial court then used that same failure to serve as a basis for finding a contractual gap and employing the implied covenant to fill it. At a minimum, the trial court's reliance on the same factual predicate to bar one claim but to serve as a basis for another creates an untenable tension. Even if the Minority Members did not waive the Small Holders' Rights Gap Theory by abandoning it in the post-trial phase,77 and even if the trial court's finding on laches (which the Minority Members did not appeal) does not bar the assertion of an implied covenant claim, we conclude that the implied covenant claim is meritless.

B. The Court of Chancery Erred by Finding a Small Holders' Rights Gap

Questions of law and contractual interpretation are reviewed de novo .78 We conclude that the trial court erred in holding that "a gap exists in the parties' contract relating to the terms on which the Small Holders became members."79

A plain reading of the New Member Provision shows that the parties contracted to leave the terms of new Members' admission to the discretion of the Board. The New Member Provision states that "Units may be created and issued to such [new Members] as determined by the Directors on such terms and conditions as the Directors may determine at the time of admission," and those terms "may provide for the creation of different classes or series of Units having different rights, powers and duties."80 The LLC Agreement's definition of "Member" "means any Person named as a member of the Company on Exhibit A attached hereto and includes any person subsequently admitted as a Member ."81 In other words, the LLC Agreement delegates responsibility to the Board to set the terms of admission and permits-but does not require-the Board to issue units with different rights or classes.82 Absent the Board's imposition of different rights for newly issued units, the definition of "Member" suggests that use of that term in the LLC Agreement, including *503the Exit Sale Right, applies to subsequently admitted Members.

The record shows that the Board admitted the Small Holders without imposing a different set of rights. The Subscription Agreement-which was addressed to the Board-set the price terms and number of units, and it stipulated that Family LLC "agrees to be bound by the terms of the" LLC Agreement.83 The Minority Members' Board representatives then signed consents for the distribution of $20 million from Family LLC's investment, and the Minority Members received about $11.4 million as a result.84 Further, the Board resolutions in April 2011 and the Board minutes in November 2011 only set terms regarding the price and number of units to be issued. Although the court took issue with the fact that the Board resolutions used the phrase "shares of Company stock" rather than "units,"85 it appears that the parties used the term "unit," "share," and "stock" interchangeably.86 Moreover, the 1.5x Clause is not "preferential," as the trial court concluded, but rather applies to "any other Member"-which includes the Small Holders.87 Because the Board chose not to specify different rights, the terms of the LLC Agreement-including the unambiguous Exit Sale Right-apply with equal force to the Small Holders.

We have declined in other cases to imply new contract terms merely because a contract grants discretion to a board of directors. For example, in Blaustein v. Lord Baltimore Capital Corp. ,88 we considered a plaintiff's claim that a Shareholder Agreement included implied terms about share repurchasing.89 The relevant provision stated that "the Company may repurchase Shares upon terms and conditions agreeable to the Company and the Shareholder who owns the Shares to be repurchased ...."90 Noting that "[t]he implied covenant of good faith and fair dealing cannot be employed to impose new contract terms that could have been bargained for but were not," we held that the permissive language "gives both parties complete discretion in deciding whether, and at what price, to execute a redemption transaction."91 We did not explicitly address whether a gap existed in Blaustein , but our reasoning in that case suggests-as do the facts here-that conferring discretion to the Board was a contractual choice to grant authority to the Board-not a gap. And although the vesting of a Board with discretion does not relieve the Board of its obligation to use that discretion consistently with the implied covenant of good faith *504and fair dealing,92 the Minority Members do not argue that the Board exercised its contractual discretion in bad faith in admitting the Small Holders.93

Here, at the time of contracting in 2007, the parties contemplated that new Members could be admitted, and they placed certain restrictions on the Board's discretionary authority in the admission process. For example, the Preemptive Rights Provision protects existing Members from dilution, and the Related Party Provision requires supermajority approval for conflicted transactions. These provisions suggest that the parties considered the impact of new Members but decided to delegate other issues affecting unitholder rights to the Board. In addition to the Preemptive Rights and Related Party Provisions, the parties anticipated differing scenarios regarding a possible Exit Sale. For example, Oxbow Holdings' Exit Sale Right, contained in Article XIII, Section 9(a) of the LLC Agreement, implements a 2.5x threshold limited to Crestview and Load Line.94 By contrast, the Minority Members' Exit Sale Right in Article XIII, Section 8(e) contains a 1.5x threshold and it applies to "any other Member."95

*505Even leaving aside the trial court's decision to focus on 2011 as the relevant time of contracting,96 the parties' sloppiness and failure to consider the implications of the Small Holders' investment in 2011 did not equate to a contractual gap. Although Oxbow's handling of the issuances was hardly a model of good corporate governance, the Minority Members were highly sophisticated entities with three Board members who were capable of reading the LLC Agreement and bargaining for the rights they now seek through litigation.97

In addition, the trial court did not persuasively explain why being alerted to the Preemptive Rights and Related Party Provisions would have caused the Minority Members to bargain for additional rights.98 As to the Supermajority Vote under the Related Party Provision, the court noted that the Minority Members "could have blocked the issuance and forced a negotiation."99 But the Crestview and Load Line directors voted in favor of the April 2011 resolutions and signed the consent forms regarding transfer of the funds from Executive LLC's unit-purchase.100 The court cited no evidence that the Minority Members felt that their hands were tied or that their vote was otherwise invalid. Further, Hurst was aware of the Small Holders' investments and "just didn't make a big deal about it."101 Instead, the Small Holders paid $35 million for their units, and the Minority Members promptly accepted the resulting $11 million distributions.102

The crucial problem with the Court of Chancery's reasoning is that it posits that a gap was created in the parties' contract because they did not give adequate attention to the effect that the admission of new Members at a higher entry price would have on the Exit Sale Right provisions of *506the agreement. The Court of Chancery's analysis hinged on the assumed negotiation that would have taken place between Koch and Crestview if Crestview had focused on the effect of the Small Holders' entrance on the Exit Sale Right's hurdle rate and concluded that it would have impaired Crestview's ability to force an Exit Sale. But as the trial court found, Crestview was not focused on this issue because in late 2011 and early 2012, Crestview assumed that the Oxbow's value had grown so much that it would be easy for any arms'-length sale of Oxbow to generate a return that would easily exceed any required hurdle rate necessary to force an Exit Sale.103

But even if the record lacked an explanation for the parties' failure to focus on this issue, the Court of Chancery's use of that failure to generate a gap would still be incorrect. Based on its own detailed findings, the Court of Chancery held that the parties agreed and expected that the Small Holders would be admitted as Members.104 As such, whatever mistake the parties subjectively made about the implications of admitting new Members does not operate to create a contractual gap. And, the well-reasoned analysis of the Court of Chancery as to laches also shows why there is no inequity to the Minority Members in applying the provisions of the LLC Agreement as written.105 The Small Holders were admitted as Members; everyone understood that they were Members; the Minority Members only challenged their status four years after they were admitted as part of this litigation; the Small Holders paid for the right to be Members; and the Minority Members received $11.4 million of that cash as part of a distribution. They therefore cannot in good faith argue that the Small Holders are not Members. Thus, as Members, the Small Holders have the rights and privileges of other Members. As such, the formula for applying the Exit Sale Provision simply had to be applied on that basis, and an Exit Sale could only be insisted upon by the Minority Members if all Members, including the Small Holders, received 1.5x their initial capital contribution.106

The implied covenant of good *507faith is a "cautious enterprise"107 that "is 'best understood as a way of implying terms in the agreement,' whether employed to analyze unanticipated developments or to fill gaps in the contract's provisions."108 "Delaware's implied duty of good faith and fair dealing is not an equitable remedy for rebalancing economic interests after events that could have been anticipated, but were not, that later adversely affected one party to a contract."109 Rather, "the covenant is a limited and extraordinary legal remedy."110 As such, the implied covenant "does not apply when the contract addresses the conduct at issue,"111 but only "when the contract is truly silent" concerning the matter at hand.112 Even where the contract is silent, "[a]n interpreting court cannot use an implied covenant to re-write the agreement between the parties, and 'should be most chary about implying a contractual protection when the contract could easily have been drafted to expressly provide for it.' "113

We decline to apply the implied covenant here because no gap exists concerning the admission of the Small Holders, and because the admission of new Members and their impact on the Exit Sale process could have been anticipated. As explained above, the Minority Members bargained for certain protections regarding the admission of new Members. The parties could have also limited the 1.5x Clause to certain Members, excluded subsequently admitted Members, removed the "all, but not less than all" language, as the parties did with their 2014 amendment to the Put Right,114 or revised the Exit Sale Right to include a Top-Off option when they amended that provision in 2014-after the Small Holders invested and after Crestview began contemplating an exit.115

*508But they did not. Rather, the Board admitted the Small Holders without altering the rights applicable to all other Members.

For certain, the parties are in a far different position than they were in 2007 or 2011. As the Court of Chancery recognized, since the Minority Members exercised the Exit Sale Right nearly nine years after finalizing the LLC Agreement, Oxbow's management has changed, Koch has lost some of his initial bargaining leverage, and-at least compared to Crestview's expectations around 2011-the value of Oxbow has declined.116 However, we reiterate that the implied covenant should not be used as "an equitable remedy for rebalancing economic interests"117 -particularly where, as here, the parties are sophisticated business persons or entities.118

In sum, we agree with the Court of Chancery that the Highest Amount Interpretation is the only reading that gives effect to the LLC Agreement as a whole, but we hold that the trial court erred in finding a gap in the LLC Agreement and in using the implied covenant to imply a Seller Top-Off right.

C. The Minority Members did not Fairly Present their New Plain Language Argument Below

Consistent with the parties' shifting theories in this litigation, the Minority Members' answering brief on appeal now casts their implied covenant Top-Off argument below as a plain language claim. Specifically, they argue that the Exit Sale Right and the Equal Treatment Provisions are silent as to whether the Minority Members can redistribute their Exit Sale proceeds in the form of a Top-Off, and that a Top-Off fulfills the purposes of the LLC Agreement. In other words, they ask us to imply a Top-Off based upon the LLC Agreement's plain language. Because this argument was not fairly presented below, however, we decline to reach its merits.

Not only was this new plain language theory not fairly presented below, it conflicts with the positions the Minority Members actually did take.119 In fact, their principals acknowledged that there was no such right to a Top-Off payment in the LLC Agreement. For example, Hurst testified in deposition:

Q: Now, did Crestview ever negotiate for the right to be able to make a top-off payment in the event that the exit sale did not result in the fair market value being achieved?

...

A: I don't believe so.

...

*509Q: You didn't tell the investment committee that you understood that Crestview had a top-off payment right, did you?

A: We did not have a top-off payment right.120

Further, in the proceedings below, the Minority Members argued that "the LLC Agreement contains a gap because it does not explicitly permit or prohibit a top-up payment to a particular member to satisfy the 1.5x Clause."121 Thus, we conclude that the Minority Members' new "plain language" argument is waived.

D. We Vacate the Court of Chancery's Remedies Decision

The Koch Parties contend that the Court of Chancery erroneously determined that they breached the Reasonable Efforts Provision and that the court's remedies constitute error. Specifically, the Koch Parties argue that "because there was no Exit Sale available that could satisfy the LLCA's express requirements under prevailing market conditions, there was no Exit Sale for Oxbow Holdings to use reasonable efforts to effectuate."122 We agree and, accordingly, vacate the remedies ruling of August 1, 2018.

V. Conclusion

For the foregoing reasons, we AFFIRM in part and REVERSE in part the Court of Chancery's February 12, 2018, decision, and we VACATE the court's August 1, 2018, remedies decision.