Pilot Corp. v. Abel, C.A. No. 2023-0813-MTZ (Del. Ch. Dec. 13, 2023)

Here, the plaintiff claimed that the adoption of pushdown accounting constituted a change to accounting rights that triggered a right to consent under the relevant operating agreement. The defendants asserted that the plaintiff had unclean hands because the plaintiff had manipulated earnings to alter valuation of a put right. The Court found the unclean hands defense inapplicable because the plaintiff’s claims were narrow and did not have an immediate direct relation the defense.