Stagner, J. | May 15, 2026
A company agreement for an LLC (the plaintiff) provided that a 50% member was solely responsible for capital contributions and that if it did not perform, the other members could admit a new capital provider and proportionately dilute the 50% member's interest. The defendant later purchased the 50% interest. The other members made a capital call and the defendant refused to contribute. The other members admitted a new member and diluted the defendant's interest accordingly. The LLC then sued the defendant to confirm the validity of the dilution.
The court held that the defendant's interest in the LLC did not exist separately from the company agreement and granted summary judgment in favor of the LLC.