Separate Agreements

Rieder v. Woods, a case about an unusual aspect of enforcing forum-selection clauses, also addresses the basic contract-law issue of whether two documents should be construed together. Here, the supreme court found that the two relevant documents should not be read together, analyzing: (1) “the terms and obligations of the agreements,” (2) the merger clauses in the two agreements, (3) the “well-established legal principle that limited liability companies and their obligations are legally distinct from their members and manager,” and (4) the role of the “board exculpation” provision in one of the agreements. No. 19-0077 (Jan. 28, 2020).

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