Olshan Partner Kerrin Klein Argues Before New York Court of Appeals

On January 7, 2024, Olshan partner Kerrin Klein appeared before the New York Court of Appeals in a case involving important issues of Delaware law relating to Delaware limited liability company agreements. The appeal followed a March 2024 decision in which the Appellate Division, First Department, upheld a New York Supreme Court decision dismissing all claims against Olshan’s client in a lawsuit over an alleged oral agreement regarding Plaintiff-Appellant’s $3 million investment in Digipac, LLC. Plaintiff-Appellant claimed Defendant-Respondent – Digipac LLC’s manager – failed to honor an agreement allowing him to cash out within five years, but the trial court found this alleged oral agreement to be overridden by the terms of Digipac’s LLC Agreement, which included a merger clause, and deemed the oral agreement vague and indefinite. The Appellate Division affirmed, applying Delaware law, holding that the Plaintiff-Appellant was bound by the LLC Agreement’s terms even without his signature, and dismissing arguments against the agreement’s "unilateral" amendment by Defendant-Respondent. Two justices dissented giving the Plaintiff-Appellant the right to appeal to the Court of Appeals. The New York Court of Appeals’ summary of the case may be found at: January7.pdf. The Olshan team representing Defendant-Respondent was led by litigation partners Thomas Fleming and Kerrin Klein.