The Delaware Chancery Court decision serves as a powerful reminder of the broad freedom of contract that Delaware law accords entities such as LLCs. The decision offers the promise of great latitude to contracting parties and the threat of serious pitfalls for parties that fail to carefully protect their interests in the agreement.

Cadwalader attorneys reviewed a recent decision by the Delaware Court of Chancery that offers insight into the factors a court will consider persuasive in determining whether an enforceable oral contract has been formed between parties.