Minnesota Invco of RSA 7, Inc. v. Midwest Wireless Holdings LLC

OPINION

LAMB, Vice Chancellor.

Minority interest holders of a Delaware limited liability company seek specific performance of a right of first refusal contained in the LLC’s operating agreement which, they claim, prohibits the sale of the parent company to a third party without first offering them the right to purchase the parent company’s interest in the LLC. The defendants respond that the claimed right of first refusal conflicts with the “drag along” provision of a later adopted, fully integrated contract between the parties. Following an expedited trial, the court concludes that the “drag…