Justice David I. Schmidt
A member of family-owned limited liability companies moved for a preliminary injunction barring the LLCs’ other two members from expelling him. He argued he could not be expelled because the operating agreement did not provide a mechanism for expelling a member. He added that, even if it did, one of the other members had previously retired or withdrawn from the companies and therefore there was no majority to expel him. The court concluded that the operating agreements allowed the majority of the membership of the LLCs to expel a member despite the absence of an express procedure for expelling a member. It found that the operating agreements of the LLCs unambiguously provided that expulsion was one means of dissociation from the LLCs and that a procedure for expulsion could be inferred from overall terms of the operating agreements. The court also found that the member opposing expulsion had, at most, shown the existence of possible factual issues with respect to the retirement of the other member.
