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Delaware Court of Chancery Sustains Breach of Fiduciary Duty Claims Based on Terms of LLC Agreement

On Jan. 29, 2026 the Delaware Court of Chancery denied Victory Park Capital Advisors’ motion to dismiss, sustaining Calumet Capital Partners’ breach‑of‑fiduciary‑duty, aiding‑and‑abetting, servicing‑agreement and implied‑covenant claims. The court held that the LLC’s protective provision could not blanket‑away fiduciary duties because Delaware law requires a clear, unambiguous waiver and preserves duties in cases of fraud or willful misconduct. It found that Victory Park’s manager, Luke Darkow, acted as a dual fiduciary and likely breached his duties, and that the investment funds’ “non‑performing” designations were unreasonable. The decision also rejected Victory Park’s reliance on “sole discretion” language to escape the implied covenant of good faith.