(All disclaimers are assumed, I already have a lawyer, but in the interests of saving money, I have been doing a WHOLE lot of research and work myself, including writing my own pleadings, which my lawyer then reviews and edits. As he recently put it, “If you were Union Oil, you’d owe me $250,000 by now.” I am now considering undertaking preparing a motion for summary judgment…talk about ambitious! And part of this whole process I’m going through includes talking my lawyer into stuff by bringing him data, cases, etc.)
First, extremely straightforward question.
LLC, 2 owner/Director/Members (engaged couple)
Signed operating agreement, pretty boilerplate.
Includes “covenant not to withdraw or dissolve”, which specifically cites, among other things an agreement not to"petition for judicial dissolution of the company".
Member A files a lawsuit against the company itself and Member B, specifically; Complaint for Dissolution of Business Entity (among other things).
Tell me…does this not qualify for summary judgment in favor of defendant? Or, at the very least summary adjudication? Signed a contract saying specifically you can’t sue the company to bust it up…then you sue the company to bust it up. So sorry, Charlie, but this suit is dead in the water, or oughta be, shouldn’t it?
Now, slightly trickier: OA includes provision for dissolution, which cites, among other things, expulsion of a member. But OA does not give specifics on exactly what acts constitute grounds for expulsion or the means of accomplishing it. The usual one would assume would be “the board” would vote, but “the board” is two people, one of whom is the member who is the subject of the question. The OA does have a “deadlock resolution” provision for when the two members disagree, but that doesn’t seem a very sensible solution in a case like this.
Member B is of the opinion that Member A’s breach (the suit against the company itself) is the equivalent of volunteering for expulsion. But IANAL, of course.
Next question: anybody out there interested in giving a doper a hand and using your Findlaw/Westlaw or other account to research a lawyer’s litigation record for me, and or telling me where or how I can discover a lawyer’s overall record? Please private message me if you are interested.
Thanks. And again, I will not take anyone’s words as true “legal advice” or act upon it as such. I’m merely soliciting learned opinion. (Especially from California legal types.)