13.1-1001.1 - Construction. - Virginia Statutes

§ 13.1-1001.1. Construction.

A. Unless displaced by particular provisions of this chapter, the principlesof law and equity supplement this chapter.

B. Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§8.9A-406 and 8.9A-408, do not apply to any interest in a limited liabilitycompany, including all rights, powers and interests arising under thearticles of organization or operating agreement of a limited liabilitycompany or this chapter. This provision prevails over §§ 8.9A-406 and8.9A-408, and is expressly intended to permit the enforcement as afundamental matter of contract among the members of a limited liabilitycompany of any provision of an operating agreement that would otherwise beineffective under § 9-406 or § 9-408 of the Uniform Commercial Code.

C. This chapter shall be construed in furtherance of the policies of givingmaximum effect to the principle of freedom of contract and of enforcingoperating agreements.

(1993, c. 113; 2003, c. 340.)