What Happened: Tenants, an elementary school operated as a Delaware limited liability company and the husband and wife who owned it, wanted to renew their 10-year lease after it expired. But rather than an extension, the owners insisted on a lease amendment naming the LLC as the only tenant. The landlord agreed and removed the couple’s names from the lease, which the couple then signed in their capacity as LLC President and Vice President. The LLC went out of business, stopped paying rent, and vacated the property. The landlord sued the couple to collect the money the LLC owed under the lease. 

Ruling: The Delaware court dismissed the lawsuit.

Reasoning: Owners and officers aren’t personally liable for an LLC’s debts unless they contractually agree to such liability. That’s what the couple did in signing the original lease as tenants. However, it was “abundantly clear” that their intent in executing a lease amendment rather than simply an extension under the original lease was to “remove them[selves] from any personal obligations under the lease.” The landlord insisted that the couple was still on the hook because they never executed a written release agreement. But the court didn’t buy it. If there’s some “obscure doctrine requiring a tenant to secure a release from the landlord before shedding responsibilities under an expired lease,” the landlord should have cited it, the court concluded.    

• CHAV, LLC v. Learning Express Acad., Inc., 2025 Del. Super. LEXIS 150, 2025 LX 86162