LLC statutes generally impose default fiduciary duties of loyalty and care on members or managers, roughly analogous to those owed by corporate directors and partners, covering conduct like self-dealing, competing with the company, and usurping business opportunities that belong to the LLC. Because LLCs are creatures of contract to a greater degree than corporations, these default duties can typically be modified, expanded, or narrowed by the operating agreement.

Most statutes still draw a line the parties cannot contract around entirely — the implied covenant of good faith and fair dealing, and in many jurisdictions some minimum core of the duty of loyalty, cannot be eliminated by agreement even though its specific contours can be adjusted. Whether a particular operating agreement provision validly narrows a duty, or crosses into an unenforceable elimination of it, is itself a frequently litigated interpretive question.

Because the operating agreement's text does most of the work in defining exactly what duty applies, Juricratic keeps the contractual modification layer and the underlying default-duty layer as separate, stacked dials — a claim's projected strength depends first on what the operating agreement actually says, and only then on the residual default duties that survive whatever the agreement validly modified.

Members alleging a fiduciary breach first have to establish what duty actually applies given their specific operating agreement's modifications, before reaching the question of whether the challenged conduct breached it. Drafting counsel, on the front end, calibrates operating agreement language carefully to expand members' freedom to compete or self-deal exactly as much as the parties intend, while staying inside whatever floor the jurisdiction will actually enforce.