PT China, LLC, joined with PT Korea, LLC, to form PT Holdings. Harrison Wang and Michael Kim, representing the two entities, were to be the managers. The agreements prohibited them from engaging in related outside business endeavors.

PT China subsequently fi led a suit against PT Korea and Kim, alleging that Kim had misappropriated funds.

The defendants counterclaimed, alleging that Wang had breached his fi duciary duties of loyalty to the entity by usurping business opportunities. Wang moved to dismiss the counterclaim, contending that any allegation that he had violated his fi duciary duties was precluded by Kim’s claim against him for breach of contract under the LLC’s operating agreement. How should the court rule? Why? [PT China, LLC v. PT Korea, LLC, ___ A.2d ___

(Del.Ch. 2010)]