Partner who was removed from joint venture plausibly alleged that co-venturer improperly asserted cause to exercise its removal rights, thereby constituting a non-exculpated breach of the joint venture agreement.

Chancery court erred in holding company's majority shareholder and controller in contempt of violating an exclusive jurisdiction order where shareholder was not a party to the out-of-state action filed in contempt of the chancery court's order and where controlling stake did not itself make shareholder personally liable for the company's conduct.