Anderson v. Wilder

2003 WL 22768666 (Ct. of App. Tn. 2003)

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Nature of the Case

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Facts

FuturePoint Administrative Services, LLC, was created by Ps and Ds. They executed the operating agreement for the company. Each member contributed $150.00 per ownership unit, with the exception of Brett and Dee Dee Wilder (Ds). The parties set up FuturePoint as a member-managed LLC. The operating agreement provides for a management committee “to oversee and manage the business operations of the Company.” The operating agreement gives the management committee the power and authority to contract on behalf of the company by a majority vote. A members’ meeting took place where two offers to purchase ownership units were discussed. Each offer was at a price of $250.00 per ownership unit. FuturePoint had excess cash on hand in the amount of $63,000.00. On September 14, 2001, Ds by majority vote expelled Ps from the Company. The remaining members of the company bought the ownership interests of the expelled members at a price of $150.00 per membership unit. On October 11, 2001, the remaining members of FuturePoint sold a total of 499 membership units to a Don Allen at a price of $250.00 per unit. Ps sued alleging breach of fiduciary duty and breach of the statutory and common law duty of good faith and fair dealing. Ds moved for summary judgment, arguing that their actions were expressly permitted under the operating agreement and that they acted in good faith in expelling Ps. The Trial Court granted Ds summary judgment. This appeal was taken.