(dissenting in part). This appeal requires a detailed examination of Delaware’s law on limited liability corporations. While I agree with the majority that it was error for the motion court not to dismiss plaintiff’s claims for breach of contract against certain defendants, I would retain the breach of fiduciary duty claims. There is no question that Delaware law controls all issues on this appeal.
This is a dispute between a member of two LLCs and the manager-members of those LLCs. Plaintiff Howard Kagan seeks to recover amounts allegedly owed for his work for an investment firm, HMC-NY and for his equity holding and membership interest in Harbinger Capital Partners GR LLC (Onshore Manager) and Harbinger Capital Partners Offshore Manager, LLC (Offshore Manager).
Plaintiff aims his complaint at a wide swath of defendants: HMC-NY, Onshore Manager, Offshore Manager, Harbinger *74Capital Partners Fund I, LP (Onshore Fund), Harbinger Capital Partners Offshore Fund I, Ltd (Offshore Fund), HMC Investors, Harbinger Holdings, LLC, Philip Falcone, Raymond Harbert and Michael Luce, William Brooke, Charles Miller, David Bout-well, Joel Piassick, Michael White, Carole Schafer, Lawrence Clark, Kathleen Murphy, Ian Estus, Raymond Jones Harbert Accumulation Trust U/A 12/22/99, Mary Kathryn Harbert Accumulation Trust U/A 12/22/99, John Murdoch Harbert II Accumulation Trust U/A 12/22/99, and John and Jane Does.
Plaintiff claims that in March of 2003 he began to provide consulting services to HMC-New York. In November 2004, he became a Vice-President and Director of Investments. In 2006, plaintiff became a member of the Onshore Manager and the Offshore Manager. These entities managed the Onshore Fund and the Offshore Fund. In turn, defendants HMC Investors, LLC, HMC-New York, Inc. and Harbinger Holdings, LLC (collectively the member managers), were members in and allegedly managed the Offshore Manager and the Onshore Manager.
As a holder of membership interests in the Offshore Manager and the Onshore Manager (collectively the manager entities), plaintiff was to receive a portion of the manager entities’ performance compensation. Pursuant to plaintiff’s interpretation of the restated and amended limited liability company agreements (the LLC agreements) governing the manager entities, the amount plaintiff was to receive allegedly rose and fell on the performance of the Onshore Fund. Plaintiff alleges that the LLC agreements further provide that these amounts are “fixed and no longer subject to such increase or decrease once such amounts vest in connection with an involuntary termination of plaintiffs relationship with [the Harbert Defendants1] without cause.” On August 27, 2008, defendant Falcone terminated plaintiffs relationship with the Harbert Defendants.
According to plaintiff, in addition to the amounts that vested in 2007, the LLC agreements also provide that the manager entities “are required to pay to [plaintiff] amounts equal to his pro rated share of the performance compensation of the [mjanager [e]ntities for 2008, the year in which such termination occurred.” Plaintiff claims that $62,141,783 is owed to him under the LLC agreements and that defendants have acknowledged they owe plaintiff at least $36.5 million.
*75Plaintiff asserted the following causes of action in his complaint: (1) and (2) breach of contract and implied covenant of good faith and fair dealing against, inter alia, the member managers, under the LLC agreements;2 (3) unjust enrichment against the individual defendants and John and Jane Doe defendants; (4) constructive trust against all defendants; (5) and (6) breach of fiduciary duty against the member managers; and separate counts, (7), (8) and (9), for aiding and abetting a breach of fiduciary duty against various other defendants.
The contract claims allege that the manager members failed to pay amounts due under the LLC agreements. Plaintiff also complains that defendants claim they have the right to pay plaintiff in the form of illiquid securities valued with allegedly questionable methodology. Finally, plaintiff complains that the member managers have failed to ensure that sufficient assets are available to pay plaintiff.
The breach of fiduciary duty claims are similar in large part. They allege that the member managers (1) purposefully failed to pay plaintiff amounts they acknowledged to be owed; (2) conditioned payment of acknowledged amounts owed on plaintiffs signing a release and waiver of certain rights; (3) claimed to have the right to pay plaintiff more than $12 million in a form of securities which may have had an unrealizable value; (4) failed to properly calculate amounts owed; and (5) failed to ensure that sufficient assets would be available to pay plaintiff.
Defendants moved, inter alia, to dismiss the breach of contract claims as against the member managers, and to dismiss the remainder of the complaint in its entirety. The motion court denied the portion of the motion that sought dismissal of the breach of contract claims against the member managers (2010 NY Slip Op — [U] [2010]). Because the duty plaintiff sought to enforce essentially arose out of the LLC agreements, the motion court dismissed the claims for breach of fiduciary duty as duplicative of the breach of contract claims. The motion court also dismissed the claims for unjust enrichment and constructive trust, but denied that portion of the motion seeking to dismiss the complaint against certain nondomiciliary defendants for lack of personal jurisdiction.
Plaintiff moved for leave to reargue and renew the motion to dismiss in order to reinstate the claims the motion court *76dismissed. Plaintiff claimed that, through discovery, he learned that in 2009 the manager entities distributed millions of dollars to others while failing to retain sufficient assets to pay plaintiff. Plaintiff contended that this conduct constituted a breach of fiduciary duty. The motion court denied the motion to renew. Plaintiff appealed from that part of the order that granted defendants’ motion to dismiss the claims for breach of fiduciary duty. Defendants cross-appealed from that part of the order that denied their motion to dismiss plaintiffs claims for breach of contract against the member managers. Plaintiff also appealed from the denial of his motion for leave to renew.
Because the member managers do not have responsibility for carrying out the provision for which plaintiff claims breach, I agree with the majority that the motion court erred in not dismissing the claims for breach of contract. However, a Delaware court would not have dismissed the breach of fiduciary duty claims against the member managers, who, as controlling members of the LLC’s at issue, clearly had a fiduciary relationship to plaintiff that the LLC agreements did not eliminate.
I. Breach of Contract
I agree that the motion court erred in retaining the claims for breach of contract against the member managers. The member managers do not have an obligation under the specific contract provisions under which plaintiff claims breach and the exceptions to the exculpatory clause do not include a cause of action for breach of contract (see Data Mgt. Internationalé, Inc. v Saraga, 2007 WL 2142848, *5, 2007 Del Super LEXIS 412, *17 [2007] [“(p)arties . . . may reasonably anticipate and address the risks associated with negligence through an exculpatory clause without anticipating an intentional tort which violates a duty independent of the contract”]). Accordingly, the motion court erred in retaining the breach of contract claims when it determined that they fell within the exception to the exculpation clause.
Plaintiff argues that Kuroda v SPJS Holdings, L.L.C. (971 A2d 872 [Del Ch Ct 2009]) stands for the proposition that managing members who are signatories to LLC agreements and who possess authority to conduct the business affairs of LLCs can be liable for breach of contract for failing to pay a nonmanaging member amounts owed under the LLC agreement. Kuroda is different. The LLC agreement in Kuroda contained a section, “§ 1.06,” that reads:
“Except as otherwise expressly provided in the Delaware Act, the debts, obligations and liabilities of *77the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member” (id. at 881 [emphasis supplied]).
Delaware Chancellor Chandler reasoned that the language “solely by reason of being a [m]ember” did “not limit liability for reasons other than status as a member” (id. at 882). The LLC agreements at issue here do not contain language of this sort.
II. Good Faith and Fair Dealing
As discussed, the motion court improperly sustained the breach of contract causes of action against the member managers. This cause of action contained within it a claim for breach of the implied covenant of good faith and fair dealing. The Delaware Limited Liability Company Act prohibits an LLC agreement from eliminating liability “for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing” (Del Code Ann, tit 6, § 18-1101 [e]). Thus, the limitation of liability provision cannot operate to waive this cause of action.
“The implied covenant [of good faith and fair dealing] functions to protect stockholders’ expectations that the company and its board will properly perform the contractual obligations they have under the operative organizational agreements” (Wood v Baum, 953 A2d 136, 143 [Del 2008]). “To state a claim of breach of the implied covenant of good faith and fair dealing, a party must allege [1] a specific implied contractual obligation, [2] a breach of that obligation by the defendant, and [3] resulting damage to the plaintiff’ (Kelly v Blum, 2010 WL 629850, *13, 2010 Del Ch LEXIS 31, *59 [2010] [internal quotation marks omitted]). General allegations of bad faith are insufficient. To state a cognizable claim, “[a] plaintiff must allege a specific implied contractual obligation and allege how the violation of that obligation denied the plaintiff the fruits of the contract” (Kuroda, 971 A2d at 888). Despite the inability to waive this cause of action, it is the rare plaintiff who can invoke the implied covenant successfully (id.).
Here, plaintiff fails to allege any specific implied contractual obligation or draw a sufficient connection between alleged violations of the covenant and a specific implied obligation in the *78contract. Hence, it was proper to dismiss this claim (see Kelly, 2010 WL 629850, *14, 2010 Del Ch LEXIS 31, *59-60; Kuroda, 971 A2d at 888).
III. Breach of Fiduciary Duty
Section 7.10 in the LLC agreements states:
“No Manager or Officer shall have any liability to the Company or any Member or Holder for any loss suffered by the Company or any Member or Holder that arises out of any act or omission by the Manager or Officer, if such Manager or Officer performs its duty in compliance with the standard set forth in the immediately preceding sentence, except loss or damage resulting from intentional misconduct, knowing violation of law, gross negligence or a transaction from which the Manager or Officer received a personal benefit in violation or breach of the provisions of this Agreement.”
The “immediately preceding sentence” section 7.10 refers to is section 7.9, entitled “Duties of Managers”: “The Managers shall act in good faith and in the best interest of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances.” Under the Delaware LLC statute, with the exception of a violation of the implied covenant of good faith and fair dealing, an LLC agreement “may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties)” (Del Code Ann, tit 6, § 18-1101 [e]). Defendants argue that section 7.9 replaces the managers’ fiduciary duty that would otherwise exist under common law with a contractual one. Hence, according to defendants, plaintiff cannot assert a cause of action for breach of fiduciary duty whatsoever.
Delaware law does not support defendants’ interpretation. Kelly v Blum (2010 WL 629850, 2010 Del Ch LEXIS 31 [2010], supra) involved similar provisions to the LLC agreements’ sections 7.9 and 7.10. The section of the agreement in Kelly that paralleled section 7.9’s “Duties of Managers,” was entitled “Duties” and stated, in pertinent part, “[t]he Board of Managers shall manage the affairs of the Company in a prudent and businesslike manner” (2010 WL 629850, *11, 2010 Del Ch LEXIS 31, *46). Similar to the LLC agreements’ section 7.10, the limitation of liability provision in Kelly stated:
“[i]n carrying out their duties hereunder, the Managers shall not be liable for money damages for *79breach of fiduciary duty to the Company nor to any Member for their good faith actions or failure to act . . . but only for their own willful or fraudulent misconduct or willful breach of their contractual or fiduciary duties under this Agreement” (2010 WL 629850, *11, 2010 Del Ch LEXIS 31, *46-47).
The court in Kelly held that these provisions failed to eliminate traditional fiduciary duties “[b]ecause no clause in the [contract] explicitly restricts or eliminates the default applicability of fiduciary duties” (2010 WL 629850, *11, 2010 Del Ch LEXIS 31, *48; see also Pappas v Tzolis, 87 AD3d 889, 893 [2011]).
Here too, no clause in the LLC agreements explicitly restricts or eliminates the fiduciary duties that exist at common law. The parties do not dispute that member managers would traditionally owe fiduciary duties to nonmanaging members. Thus, as the LLC agreements do not explicitly eliminate these traditional fiduciary duties, they remain to the extent they do not duplicate a claim for breach of contract or fall within the terms of an exculpatory clause.
Plaintiff alleges that, among other things, defendants purposefully failed to ensure that sufficient assets were available to pay him, primarily by distributing to others assets that defendants should have used to pay plaintiff. These allegations are sufficient to support a claim for breach of fiduciary duty (see Schuss v Penfield, Partners, L.P., 2008 WL 2433842, *10, 2008 Del Ch LEXIS 73, *34 [2008] [method general partner used to determine distribution amounts may have violated fiduciary duties]; see also Kelly, 2010 WL 629850, *11, 2010 Del Ch LEXIS 31, *48 [breach of fiduciary duty to profit from premeditated scheme to squeeze the plaintiff out of the LLC]; Anglo Am. Sec. Fund, L.P. v S.R. Global Intl. Fund, L.P., 829 A2d 143, 157 [Del Ch Ct 2003] [withdrawal made during time fund was sustaining significant losses may indicate bad faith sufficient to sustain a breach of fiduciary duty claim]).
Even if plaintiff alleged facts that, if true, would be sufficient to show that defendants breached their fiduciary duties, these claims would not be sustainable if they merely duplicated a claim for breach of the contractual duties that the LLC agreements place on the manager entities (see Nemec v Shrader, 991 A2d 1120, 1129 [Del 2010]). There is some overlap between some of what plaintiff alleges was a breach of fiduciary duties *80and what he alleges was a breach of contractual duties. However, plaintiffs allegations that the member managers breached their fiduciary duty by failing to ensure sufficient assets were available to pay plaintiff and by transferring assets to other members of the manager entities that they should have used to pay plaintiff are sufficiently outside the contract to sustain a claim for breach of fiduciary duty (see Schuss, 2008 WL 2433842, *10, 2008 Del Ch LEXIS 73, *34). These allegations claim manipulation of a position of control to ensure that plaintiff would not receive his due under the contract and a scheme to benefit at plaintiffs expense. At this early pleading stage, considering the nature of the allegations, it would be inappropriate to dismiss this claim as duplicative of claims for breach of contract. Moreover, the allegations, if true, raise the distinct possibility that the member managers have moved enough funds out of the remaining defendant entities to prevent plaintiff from recovering damages as a practical matter.
However, plaintiffs claims for breach of fiduciary duty face one more hurdle. Even though plaintiff has alleged facts sufficient to show that defendants may have breached their fiduciary duties to him, and even though the allegations do not entirely duplicate plaintiffs claims for breach of contract, defendants might still avoid liability under the exculpatory provision. This provision eliminates liability for eveiything short of “intentional misconduct, knowing violation of law, gross negligence or a transaction from which the Manager or Officer received a personal benefit in violation or breach of the provisions of this Agreement.”
Plaintiffs allegations certainly could fit into the “intentional misconduct” exception to the exculpation provision. Plaintiff has alleged facts suggesting that the member managers knew full well they owed plaintiff considerable amounts under the LLC agreements, but, in response to the economic crisis in late 2008, deliberately withheld or caused the manager entities to withhold payment. These defendants then allegedly used plaintiffs money for themselves and certain other defendants. Because these allegations support a claim that defendants used their position of control over the managing entities to enrich themselves at plaintiffs expense, I would sustain the claims for breach of fiduciary duty (see Schuss, 2008 WL 2433842, *10, 2008 Del Ch LEXIS 73, *34 [“(p)laintiffs conceivably could prove (d)efendants adopted their interpretation in bad faith or as a result of gross negligence or willful misconduct”]).
*81IV Aiding and Abetting Breach of Fiduciary Duty
Because the motion court dismissed the breach of fiduciary duty claims, there was no basis to keep the claims for aiding and abetting breach of fiduciary duty. As I would not have dismissed the breach of fiduciary duty claims, it is necessary to analyze the aiding and abetting claims. However, under applicable Delaware law, these claims are not viable.
There appears to be a conflict between New York and Delaware regarding the particulars of a claim for aiding and abetting breach of fiduciary duty. In Delaware, a fiduciary cannot be liable on an aiding and abetting claim. In New York, there is no requirement that defendant be a nonfiduciary (compare Gotham Partners, L.P. v Hallwood Realty Partners, L.P., 817 A2d 160, 172 [Del 2002], with Kaufman v Cohen, 307 AD2d 113, 125 [2003]).
Plaintiff, seeking to escape Delaware’s requirement that a defendant on an aiding and abetting claim have nonfiduciary status, insists that New York law applies because the underlying conduct took place in New York. However, application of corporate law and the regulation of internal corporate affairs is a matter of interest primarily for the state of incorporation, here Delaware (see In re American Intl. Group, Inc, 965 A2d 763, 822 [Del Ch Ct 2009] [even though all relevant conduct occurred in New York, Delaware’s policy interest would be paramount]). Thus, Delaware law applies and plaintiff’s claims for aiding and abetting fail against defendants Falcone, Harbert and Luce because these defendants were officers of the managing members and therefore were fiduciaries as well.
Tom, J.P., Saxe and Manzanet-Daniels, JJ., concur with Catterson, J.; Moskowitz, J., dissents in a separate opinion.
Order, Supreme Court, New York County, entered June 7, 2010, modified, on the law, to the extent of granting the motion to dismiss plaintiffs breach of contract claims as against the defendants HMC Investors, LLC, HMC-New York, Inc., and Harbinger Holdings, LLC, and otherwise affirmed, with costs. The Clerk is directed to enter judgment dismissing the complaint as against these defendants. Order, same court and Justice, entered September 22, 2010, affirmed, with costs.
. HMC-NY, Onshore Manager, Offshore Manager, Onshore Fund, Offshore Fund, HMC Investors and Harbinger Holdings, LLC collectively are the “Harbert Defendants.”
. Plaintiff has sued the manager entities for breach of contract as well. This claim survives and is not an issue on this appeal.