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Justice Lawrence Knipel

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Plaintiffs brought an action, individually and as president of the board of directors of Cupcake & Boomboom LLC (“C&B”), against defendant, individually, and as former president of the board of directors of C&B, alleging breach of fiduciary duty and breach of C&B’s operating agreement. Defendant contended that the individual plaintiff could not maintain this action based upon documentary evidence, which allegedly showed that the individual plaintiff had no interest in C&B. Defendant added that, if not for his own hard work and financial contributions to C&B, it would have no liquor license or lease, and therefore would have no value. Defendant further asserted that the individual plaintiff’s only contributions to C&B were its creation, the filing of a liquor license application that was denied, and the initial procurement of a sublease agreement, which was later the subject of a non-payment proceeding. The court denied defendant’s motion to dismiss, finding, among other things, that there was no showing that the individual plaintiff was legally unable to own a membership interest in a business that operated a bar due to the initial denial of his application for a liquor license.