Corporate Law: Limited Liability Company-Operating Agreement Withdrawal

Where one of two members of a limited liability company challenged trial court findings that he breached the LLC’s operating agreement by failing to make the required capital contribution and by soliciting the purchase of his interest by a third party without the consent of the LLC’s other member, the judgment is affirmed in part because the finding that the appellant failed to make the required initial capital contribution was not against the weight of the evidence, but the operating agreement did not address a member’s attempt to sell or discuss the sale of his interest, so the conclusion that the appellant breached the agreement by doing so was an erroneous application of the law, and the operating agreement was also silent on what constitutes an “event of withdrawal,” so the court erred in finding that the appellant withdrew from the LLC prior to the filing of his petition and that the respondent was the sole member of the LLC, but the case also is remanded for further proceedings because the filing of a petition may constitute an event of withdrawal.

Judgment is affirmed in part; reversed in part; remanded.

Nicolazzi v. Bone (MLW No. 72337/Case No. ED106292 – 16 pages) (Missouri Court of Appeals, Eastern District, Dolan, J.) Appealed from circuit court, St. Louis City, Hettenbach, J. (Edward A. Gilkerson, Timothy W. Callahan and John A. Kilo for appellant) (Michael E. Donelson and Margaret D. Gentzen for respondent).