Does An LLC's Operating Agreement Control Valuation?

Will the terms of my operating agreement control valuation of my member interest in any future dispute even where the members have failed to follow it in the past? In short, probably.

Think of the operating agreement for your limited liability company as the key to any future dispute with your co-members. In a recently published decision by the Presiding Judge of Chancery in Bergen County (J. Jerejian), this was made abundantly clear.

Namerow v. Pediatricare Assocs., LLC

In Namerow v. Pediatricare Assocs., LLC, a dispute arose between physicians concerning their LLC formed to operate a medical practice. The parties had a written operating agreement. The agreement granted each member a right to retire at 60 years of age. Also, the agreement established that the "retirement purchase price" was to be calculated in another section titled "Determination of Value". Further, the agreement had a procedure whereby the members agreed upon a "Certificate of Agreed Value"