An LLC's operating agreement is the primary source of the rules governing management, voting, distributions, transfer restrictions, and member duties, and courts generally interpret it under ordinary contract-interpretation principles — starting with the plain language, resorting to extrinsic evidence only where a term is genuinely ambiguous, and filling any true gaps with the state's statutory default rules.

Disputes commonly center on whether specific language is ambiguous at all, how a defined term interacts with other provisions of the agreement, whether a provision validly modifies a default statutory rule or duty, and how amendments or side agreements interact with the original operating agreement's terms. Because these agreements are often drafted incrementally over a company's life, internal inconsistency between an original agreement and later amendments is a frequent source of litigation.

Because interpretation disputes usually reduce to a binary or narrow range of readings for each contested clause, Juricratic models each disputed provision as its own discrete branch point with a small set of plausible interpretations, rather than blending contract-interpretation uncertainty into the same continuous dial used for genuinely factual disputes like witness credibility.

Members litigating over management authority, distribution rights, or exit terms fight first over what the operating agreement's language actually means, often before reaching any underlying factual dispute about a member's conduct. Drafting counsel tries to minimize this risk by defining key terms precisely and expressly stating how the agreement interacts with the state's default statutory rules, so ambiguity has less room to develop later.