Peregrine Interests LLC v. Todd: Member Withdrawal Is Not a “Transfer” Under the New Hampshire LLC Act Absent Express Contractual Limitation

I. Introduction

In Peregrine Interests LLC & a. v. Todd, 2025 N.H. 54, the New Hampshire Supreme Court addressed a recurring tension in limited liability company (LLC) law: the relationship between a member’s statutory right to withdraw from an LLC and contractual restrictions contained in an operating agreement, particularly broad “no transfer” provisions.

The case arises out of a failed business relationship between a capital-investor member and a stylist-member in a high-end hair salon. When negotiations over a buyout collapsed, the stylist-member purported to withdraw from the LLC and later compete. The investor and the LLC responded with claims for breach of fiduciary duty, breach of the operating agreement, and a request for declaratory relief designed to lock the stylist to the business or, failing that, restrict her competition.

The core legal issues were:

Whether a member’s voluntary withdrawal from a New Hampshire LLC is a “Transfer” of her “Interest” within the meaning of a transfer-restriction clause in the operating agreement, such that the withdrawal would be void without the other member’s consent;
How the New Hampshire Limited Liability Company Act, RSA chapter 304‑C, allocates rights between statutory default rules (especially the right to withdraw) and the terms of an operating agreement;
Under what circumstances withdrawal can give rise to damages for “wrongful conduct” under RSA 304‑C:103, II.

The Court’s answer is decisive: absent clear language to the contrary in the operating agreement, a member’s withdrawal is permitted under RSA 304‑C:103, I and is not a “Transfer” of her LLC interest. Consequently, broad transfer restrictions using words like “encumbrance or disposition” do not, without more, bar statutory withdrawal. Nor is it “wrongful conduct” under RSA 304‑C:103, II merely to exercise that statutory right with the intent to compete afterward, where there is no prohibition on post-withdrawal competition.

II. Background and Procedural Posture

A. The Business Arrangement

In 2012, Peregrine Interests LLC (“Peregrine”) and Jessica Todd (“Todd”) formed a limited liability company, Jessica Todd LLC (the “company”), to operate a high-end hair salon in Portsmouth, New Hampshire. The parties later executed an amended and restated operating agreement in 2016. The key structural elements were:

Members: Peregrine and Todd were the LLC’s members.
Managers: Todd and Peregrine’s principal, H. Daniel Hughes II (“Hughes”), were designated managers.
Contributions:
- Peregrine (via Hughes and an affiliated entity, Diversified Group LLC) provided capital, marketing, financial, administrative, and back-office support.
- Todd provided day-to-day management and was the “public face” and primary stylist of the business.
Financing: The salon obtained a line of credit from Diversified Group LLC, an entity controlled by Hughes.
Voting Arrangement: Until Diversified, Peregrine, and Hughes had been repaid their invested amounts, Todd agreed to vote her interests (both as member and manager) as directed by Hughes.

The operating agreement also contained:

A transfer restriction: “No Member may directly or indirectly Transfer all or any portion of its, her, or his Interest or any rights therein, except upon approval by a majority of disinterested Members (any such approved transferee, a ‘Permitted Transferee’). Any Transfer made in violation of this Agreement shall be null and void.”
Definitions:
- “Transfer” included “any transfer, sale, assignment, pledge, hypothecation, gift, creation of a security interest in or lien on, placement in trust (voting or otherwise), assignment or any other encumbrance or disposition of, directly or indirectly, and whether or not voluntarily, of any Interest or portion thereof.”
- “Interest” was defined as “a Member’s limited liability company interest in the Company, which includes such Member’s Capital Account, Shares and other rights and obligations under this Agreement and the Act.”
Exclusivity and non-compete during membership: Todd, “for so long as [she] is a Member,” must devote 100% of her business time to the company, and both members were barred from competing with the company “during their memberships.”
Governing law default: “The rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided in this Agreement.”
Waiver of RSA 304‑C:99: The agreement expressly waived the default provisions of RSA 304‑C:99 concerning certain effects of dissociation.

Critically, as the trial court later observed, the operating agreement did not mention member withdrawal at all, “either voluntary or involuntary.”

B. Withdrawal and Litigation

In 2022, Todd proposed buying out Peregrine’s interest. Negotiations failed. Todd then gave notice of her withdrawal from the business, asserting the statutory right to withdraw as a member.

Peregrine and the company responded with:

A claim for breach of fiduciary duty (premised on Todd’s alleged continuing membership and managerial status);
A claim for breach of contract (the operating agreement), including alleged violation of the exclusivity and non-compete-once-a-member provisions; and
A request for a declaratory judgment that, “if Todd works in the salon business she must dedicate 100% of her working time to the [company],” effectively seeking a court-enforced continuation of her full-time commitment.

Todd moved to dismiss for failure to state a claim. The Superior Court:

Held that Todd had validly withdrawn from the LLC under the statutory default rule, because the operating agreement was silent on withdrawal;
Concluded that any claims premised on her ongoing membership (and thus ongoing fiduciary and contractual duties as a member) failed as a matter of law;
Allowed a narrow piece of the breach of contract claim to proceed only “to the extent [it] alleges conduct that occurred before” the effective date of Todd’s withdrawal.

The plaintiffs moved for reconsideration, which was denied. Todd then asserted counterclaims and a third-party complaint. To obtain appellate review of the dismissal rulings, the plaintiffs voluntarily withdrew the remaining pre-withdrawal breach-of-contract claim and, by joint request, obtained a Rule 46(c)(1) ruling that the orders dismissing their claims were final and appealable.

The plaintiffs appealed to the New Hampshire Supreme Court.

III. Summary of the Supreme Court’s Decision

The Supreme Court (Gould, J.) affirmed the dismissal of all of the plaintiffs’ claims.

The Court held:

Todd’s withdrawal was valid under RSA 304‑C:103, I. Because the operating agreement did not “otherwise provide” concerning withdrawal, the statutory default rule applied, allowing a member to withdraw on 30 days’ written notice.
Withdrawal is not a “Transfer” of a member’s “Interest” as defined in the operating agreement. The “Transfer” definition concerns bilateral conveyances or encumbrances to or for the benefit of another party; withdrawal, by contrast, is a change in status effected by operation of law, not a transfer of the LLC interest to another.
Dissociation under RSA 304‑C leaves the withdrawing member’s economic interest intact but terminates other membership rights. Upon voluntary withdrawal, the member becomes “dissociated” under RSA 304‑C:100 and RSA 304‑C:98—losing her non-economic membership rights (such as voting), while retaining her “limited liability company interest” (the right to receive distributions).
Todd’s mere exercise of a statutory withdrawal right with an intent to compete was not “wrongful conduct” under RSA 304‑C:103, II. Because Todd’s withdrawal did not breach the operating agreement and neither the Act nor the agreement prohibited post-withdrawal competition, there was no “otherwise wrongful conduct” that could support damages under RSA 304‑C:103, II.
All plaintiff claims hinged on the incorrect premise that Todd remained a member bound by membership-based obligations. Once her lawful withdrawal was recognized, the fiduciary duty, breach of contract (as pleaded), and declaratory judgment claims collapsed.

IV. Precedents and Authority Cited

A. Boucher v. Town of Moultonborough – Motion to Dismiss & Statutory Interpretation

The Court repeatedly cited Boucher v. Town of Moultonborough, 176 N.H. 271 (2023), for:

The standard on a motion to dismiss: assume the truth of the facts alleged, draw all reasonable inferences in favor of the plaintiff, and ask whether the allegations are “reasonably susceptible of a construction that would permit recovery.”
Its general approach to statutory construction:
- Begin with the text and give it its plain and ordinary meaning;
- Give effect to every word and avoid adding language the legislature did not include;
- Read statutory provisions in harmony with the overall statutory scheme and avoid absurd or unjust results.

These Boucher principles framed the Court’s reading of RSA 304‑C:98, :100, :103, and related definitional provisions of the LLC Act.

B. McDonough v. McDonough – Contract Interpretation

The Court relied on McDonough v. McDonough, 169 N.H. 537 (2016), for its basic contract-interpretation framework:

An operating agreement is a contract; general contract rules apply.
Language is given its reasonable meaning in light of the document as a whole and the circumstances of negotiation.
Where contract terms are unambiguous, the parties’ intent is determined from the plain meaning of the words used.
Whether terms are ambiguous and their ultimate interpretation are questions of law, reviewed de novo.

This approach guided the Court’s reading of the “Transfer” definition, the transfer restriction itself, and the clause binding member rights and duties to the Act “except as otherwise provided.”

C. Parkhurst v. Gibson – Ejusdem Generis and Narrowing Broad General Terms

In interpreting the phrase “any other encumbrance or disposition” in the definition of “Transfer,” the Court employed the canon of ejusdem generis, citing Parkhurst v. Gibson, 133 N.H. 57 (1990).

Ejusdem generis holds that where specific items are followed by more general words, those general words are construed to cover only items of the same type as the specific ones. Applying that canon, the Court concluded that “any other encumbrance or disposition” must be read to mean dispositions of the same kind as “transfer, sale, assignment, pledge, hypothecation, gift, creation of a security interest or lien, placement in trust, [or] assignment”—that is, conveyances or encumbrances to or for the benefit of another, not unilateral status changes like withdrawal.

The Court analogized to Parkhurst, where a broad clause (“all other marital rights”) was not construed to cover divorce-related property settlements because the preceding specific clauses concerned only inheritance and inter vivos transfers.

V. The Court’s Legal Reasoning

A. Statutory Framework: Dissociation vs. Transfer

1. The Default Right to Withdraw

Under RSA 304‑C:103, I:

Unless the operating agreement provides otherwise, a member may withdraw from a limited liability company at any time by giving 30 days’ written notice to the other members, or such other notice as is provided for in writing in the operating agreement.

The operating agreement in this case was silent on withdrawal. It did not forbid withdrawal, regulate it, or condition it on approval. And the agreement expressly provided that member rights, duties, and liabilities “shall be as provided in the Act, except as otherwise provided in this Agreement.” Because there was no “otherwise” provision addressing withdrawal, the Court held that the default rule applied: Todd had the statutory power to withdraw.

2. Definition and Effect of Dissociation

Withdrawal triggers dissociation. RSA 304‑C:100 provides that a member’s voluntary withdrawal causes the member to “be dissociated.”

RSA 304‑C:98 defines dissociation:

[T]he dissociation of a member shall mean the termination of all of the member’s membership rights except:

The member’s limited liability company interest; and

The rights identified in RSA 304‑C:99.

“Membership rights” are defined broadly in RSA 304‑C:15 to include:

The totality of the member’s rights as a member under this act, including both economic rights, such as the member’s limited liability company interest, and non-economic rights, such as the member’s voting rights, if any.

A “limited liability company interest” (RSA 304‑C:12) means:

The right of a member to receive allocations of the profits or losses of a limited liability company and to receive distributions of the limited liability company’s cash and other assets.

Putting these definitions together:

On dissociation, a member loses her non-economic rights (e.g., voting, information rights as a member, participation in management as a member) but
Retains economic rights: the limited liability company interest (right to allocations and distributions).

The Court emphasized that this legal structure means:

Dissociation involves both a termination (of certain membership rights) and a retention (of the LLC interest);
Neither termination nor retention is, in itself, a “transfer” within the meaning of the operating agreement’s transfer clause.

B. Operating Agreement Interpretation: “Transfer” vs. Withdrawal

1. The Transfer Restriction and Definitions

The plaintiffs’ central theory rested on reading Todd’s withdrawal as a “Transfer” of her “Interest” that violated the transfer restriction and was therefore “null and void.” Their logic was:

Withdrawal is a “Transfer” because it is a “disposition” of rights;
Transfer of a member’s “Interest” requires approval by a majority of disinterested members;
No such approval was obtained;
Therefore, the attempted “Transfer” (i.e., withdrawal) was void, Todd remained a member, and all membership-based obligations and fiduciary duties continued to bind her.

The Court rejected this entire chain, starting with the premise that withdrawal is a “Transfer.”

2. “Interest” and the Act

The operating agreement defined “Interest” as a “Member’s limited liability company interest in the Company,” plus capital account, shares, and other rights and obligations. The Court noted in a footnote that the agreement’s definition of “Interest” purports to be somewhat broader than the statutory definition of “limited liability company interest” in RSA 304‑C:12, but held that this distinction was immaterial to the issues on appeal. What mattered was that:

The transfer restriction expressly applied to “Interest,” and
On withdrawal/dissociation, Todd retained her limited liability company interest by operation of RSA 304‑C:98 and :12.

Because withdrawal does not, under the statute, transfer that economic interest to anyone else, Todd had not transferred her “Interest” within the meaning of the agreement.

3. “Any Other Encumbrance or Disposition”: Applying Ejusdem Generis

The plaintiffs’ best textual hook was the phrase “any other encumbrance or disposition” at the end of the Transfer definition. They argued that:

The earlier words (sale, assignment, gift, etc.) capture bilateral, intentional conveyances;
The catch-all “encumbrance or disposition” sweeps in any other way a member might unilaterally dispose of rights, including withdrawal;
Therefore, Todd “disposed of” her non-economic rights by withdrawing, triggering the consent requirement and nullity clause.

The Court disagreed for two reasons:

Scope of “Interest”: The restriction applies to “Interest,” which is rooted in the “limited liability company interest.” Since Todd retained that economic interest, there was no disposition of the Interest itself.
Context and ejusdem generis: Applying ejusdem generis, the Court read “any other encumbrance or disposition” in light of the preceding terms, all of which involved conveyances or encumbrances “to, or for the benefit of, another.” Accordingly, “disposition” was construed to mean a disposition to another, not a unilateral status change produced by operation of law.
- This reading was reinforced by the language of the transfer restriction itself, which contemplates “any such approved transferee,” underscoring that a “Transfer” involves a transferee.

The Court also rejected a more sophisticated variant of the plaintiffs’ argument—that Todd’s withdrawal operated as a “bilateral transfer” of her voting rights to Peregrine because Peregrine ended up holding 100% of the voting power post-withdrawal. The Court explained that Peregrine’s increased voting power was not the result of a transfer from Todd; it occurred “by virtue of Peregrine’s being the only voting member remaining after Todd’s voting rights were terminated by operation of law.”

4. Silence on Withdrawal: No Contractual Override

Because the operating agreement:

Was entirely silent about member withdrawal; and
Expressly incorporated the Act “except as otherwise provided”;

the Court held that the parties had left RSA 304‑C:103’s withdrawal rule in place. If the parties intended to:

Bar withdrawal entirely;
Condition it on consent or other prerequisites; or
Define withdrawal as a breach or a form of “Transfer” requiring approval;

they needed to say so expressly. They did not.

C. RSA 304‑C:103, II – “Wrongful Conduct” and Damages

The plaintiffs next invoked RSA 304‑C:103, II, arguing that, even if Todd had a statutory power to withdraw, her withdrawal was “wrongful conduct” because she used it to evade fiduciary duties and then compete with the business.

RSA 304‑C:103, II states, in substance:

If the member has the power to withdraw but the withdrawal is a breach of the operating agreement, or the withdrawal occurs in connection with otherwise wrongful conduct of the member, the LLC may recover from the withdrawing member damages for breach or for the wrongful conduct.

The Court’s analysis had two key steps:

No breach of the operating agreement. Because the operating agreement did not restrict withdrawal, Todd’s withdrawal could not be a breach of it.
No “otherwise wrongful conduct.” The plaintiffs pointed to Todd’s intent to compete and (in their view) evade fiduciary obligations. But:
- The Court emphasized that the plaintiffs cited no statutory or contractual provision that prohibited a former member from competing with the LLC.
- It also emphasized that mere exercise of a statutory right—even with an intent to compete later—is not “wrongful conduct” when the underlying conduct (post-withdrawal competition) is not itself illegal or contractually barred.

Therefore, RSA 304‑C:103, II offered the plaintiffs no avenue for damages.

D. Consequences for the Plaintiffs’ Claims

Once the Court concluded that Todd had lawfully withdrawn and was properly dissociated:

Fiduciary duty claims failed. Those duties, as pleaded, rested on Todd’s ongoing status as a member and manager under the operating agreement. Post-withdrawal, those membership-based duties no longer existed.
Contract claims failed to the extent they assumed continued membership. Claims based on “for so long as [Todd] is a Member” obligations (such as devoting 100% of her business time to the company or not competing during membership) could not extend post-withdrawal.
Declaratory relief was unavailable. The requested decree—that if Todd worked in the salon business she must dedicate 100% of her working time to the company—presupposed that she remained bound by the operating agreement as a member. Because she did not, the declaration had no legal foundation.

The only potentially viable contract claim—pertaining to pre-withdrawal actions—had been voluntarily withdrawn by the plaintiffs to obtain appellate review. With no surviving causes of action, dismissal was affirmed.

VI. Impact and Practical Implications

A. Key Legal Principle Established

The central doctrinal takeaway is:

In New Hampshire, absent explicit contrary language in an operating agreement, an LLC member’s statutory right to withdraw under RSA 304‑C:103, I remains intact, and such a withdrawal is not a “Transfer” of the member’s “Interest” within the meaning of standard transfer-restriction clauses—even when those clauses broadly prohibit “encumbrances or dispositions.”

This has several concrete implications.

B. Drafting Operating Agreements: What This Case Teaches

Silence on withdrawal leaves the statutory default in place.
- If members want to restrict withdrawal (e.g., prohibit it for a period, condition it on meeting financial benchmarks, or require consent), the operating agreement must say so clearly.
- Generic transfer restrictions will not be read as implicitly eliminating the statutory right to withdraw.
“Transfer” clauses must be drafted with precision.
- Broad catch-all language (“any other encumbrance or disposition”) will be construed in light of earlier enumerated verbs (sale, assignment, pledge, etc.) and the existence of a “transferee.”
- If parties truly intend to treat dissociation or withdrawal as a form of “Transfer,” that intention should be express—for example, by separately defining “Withdrawal” or “Dissociation” and expressly subjecting those events to approval or buyout provisions.
Non-compete and exclusivity provisions should specify their temporal reach.
- In this case, the exclusivity clause applied “for so long as [Todd] is a Member” and the non-compete clause applied “during [the members’] memberships.”
- Nothing in the agreement restricted Todd’s ability to compete after she ceased to be a member.
- To restrict post-withdrawal competition, agreements must include explicit post-termination non-compete and non-solicitation covenants, tailored to be enforceable under applicable law.
Investors relying on key service providers must address exit scenarios expressly.
- Where the business model relies heavily on a “name” professional (here, an eponymous stylist), the operating agreement should carefully regulate:
  - How and when that professional can withdraw or reduce involvement;
  - Exit pricing mechanisms (buyout formulas, drag-along/tag-along rights);
  - Continuation rights for the investor if the service provider departs;
  - Post-withdrawal restrictions (IP use, brand use, competition, confidential information).
Use of “rights, duties and liabilities … as provided in the Act” invites statutory default rules.
- When an agreement says member rights and duties are as in the Act “except as otherwise provided,” courts will not lightly infer additional restrictions beyond the agreement’s express terms.
- Lawyers drafting LLC agreements should identify which statutory defaults (e.g., fiduciary duties, voting rules, withdrawal/dissociation rights, buyout rights) they wish to vary and address them specifically.

C. Litigation Implications: Pleading “Wrongful Conduct” Under RSA 304‑C:103, II

The decision significantly narrows the circumstances under which plaintiffs can recover damages from a withdrawing member under RSA 304‑C:103, II:

Mere exercise of a statutory right is not “wrongful.”
- Even if a member withdraws knowing it will advantage her in competition, that knowledge or intent alone does not make the conduct “otherwise wrongful” absent some independent violation (e.g., breach of contract, breach of statutory duty, tort such as misappropriation of trade secrets).
Plead and prove a separate wrong.
- Plaintiffs must identify and allege:
  - A specific operating agreement provision that the withdrawal breached (e.g., a no-withdrawal clause, an early withdrawal penalty, or a covenant that clearly survives withdrawal); or
  - An independent wrongful act connected with the withdrawal (e.g., usurping corporate opportunities while still a member, misusing confidential information, diverting clients or employees in violation of duty, or violating an express post-termination non-compete).
- Absent such allegations, RSA 304‑C:103, II will not provide a damages remedy.

D. Fiduciary Duties and Competition by Former Members

Although the Court did not delve deeply into the content of fiduciary duties under the Act or at common law, the decision implicitly draws a bright line:

Fiduciary duties as a member or manager are tied to status.
- Once Todd validly withdrew and was dissociated, member-based fiduciary duties ended.
- Any claim for breach of fiduciary duty needed to be confined to actions taken before dissociation and would have required more specific allegations than those presented.
Competition after withdrawal is not inherently wrongful.
- In the absence of surviving restrictive covenants or ongoing fiduciary obligations, a former member is generally free to compete with the LLC.
- Claims that such competition is wrongful must be grounded in specific statutory or contractual restraints (e.g., trade secret law, post-termination covenants, misuse of still-owed duties) rather than in generalized notions of loyalty.

VII. Simplifying the Key Legal Concepts

1. Limited Liability Company (LLC)

An LLC is a business entity form that combines:

Limited liability for owners (members), similar to corporations; and
Pass-through tax treatment and contractual flexibility, often more akin to partnerships.

2. Operating Agreement

An operating agreement is the foundational contract among the LLC’s members. It governs:

Ownership percentages and “Interests”;
Management roles (managers vs. members);
Voting and decision-making rules;
Capital contributions and distributions; and
Transfer, withdrawal, buyout, and dissolution procedures.

In New Hampshire, as in many states, the operating agreement can override many default rules in the LLC Act—but only if it speaks clearly to the point in question.

3. Member “Interest,” “Membership Rights,” and “Dissociation”

Limited liability company interest: A member’s economic stake in the LLC—essentially the right to profits, losses, and distributions (RSA 304‑C:12).
Membership rights: The full bundle of rights held by a member, including both economic and non-economic rights (like voting and participation in management) (RSA 304‑C:15).
Dissociation: The legal event in which a person ceases to be a member. Under RSA 304‑C:98, dissociation:
- Terminates membership rights (other than the LLC interest and any rights preserved by RSA 304‑C:99, absent waiver);
- Leaves the economic interest intact, subject to rules on distributions and possible buyouts.

4. Withdrawal vs. Transfer

Withdrawal: A member’s unilateral decision to exit membership status by giving notice, if permitted by statute and not prohibited by the operating agreement (RSA 304‑C:103, I). It changes the member’s status without automatically assigning her economic interest to another.
Transfer: A conveyance of some or all of a member’s interest (usually economic, sometimes voting) to another person, whether by sale, gift, assignment, pledge, etc. Transfer typically requires a transferee and operates as a bilateral transaction recognized by the LLC.

5. Ejusdem Generis

Ejusdem generis is a rule of interpretation used when general words follow a list of specific items. The general words are limited to things of the same type as the specific items. In this case, because the defined term “Transfer” listed specific bilateral conveyances (sale, assignment, pledge, etc.), the catch-all “any other encumbrance or disposition” was read as covering only similar bilateral encumbrances, not a unilateral legal status change like withdrawal.

6. “Wrongful Conduct” in RSA 304‑C:103, II

Under RSA 304‑C:103, II, a withdrawing member can be liable for damages if:

The withdrawal itself breaches the operating agreement (e.g., early withdrawal in violation of a no-withdrawal clause); or
The withdrawal occurs in connection with “otherwise wrongful conduct”—that is, conduct that is wrongful on some independent basis, such as:
- Breach of another contract provision (e.g., a non-compete);
- Tortious conduct (e.g., fraud, misappropriation of trade secrets); or
- Violation of a statutory or common law duty.

In Peregrine, no such independent wrong was pleaded; the plaintiffs framed the withdrawal itself as wrongful, which the Court rejected.

VIII. Conclusion

Peregrine Interests LLC v. Todd is a significant clarification of the interplay between operating agreements and the New Hampshire LLC Act. The decision establishes that:

A member’s statutory right to withdraw under RSA 304‑C:103, I survives unless the operating agreement clearly provides otherwise;
Withdrawal and dissociation—events defined and governed by statute—are not “Transfers” of a member’s “Interest” within standard transfer-restriction clauses that focus on bilateral conveyances, even when they include broad “disposition” language;
Post-withdrawal competition, absent an express contractual or statutory prohibition, is not “wrongful conduct” per se and cannot support damages under RSA 304‑C:103, II; and
Fiduciary and contractual obligations keyed to “membership” do not extend beyond a valid dissociation unless the agreement expressly provides otherwise (e.g., through post-termination covenants).

For lawyers and business planners, the case underscores:

The importance of precise drafting in operating agreements to address withdrawal, dissociation, post-withdrawal competition, and buyout rights;
The limits of broad transfer-restriction language as a tool for locking in key service-providing members; and
The need, in litigation, to identify and plead concrete contractual or statutory violations rather than relying on generalized notions of loyalty or fairness.

In short, Peregrine reinforces the principle that, in New Hampshire LLC law, statutory rights and contractual text control. Courts will not retrofit broad, policy-driven restraints onto operating agreements that remain silent where it matters most.