This section contains the nature of the case and procedural background.

Raymond Meyers, Penney Weast, Troy Dysart, and Richard Heinrich formed D in 2003. Each member contributed $10,000 and received a 25% membership interest and voting rights. The operating agreement states that its purpose is to engage in all lawful activities. The operating agreement states that D may be dissolved and its affairs wound up with the unanimous vote of the members or by a decree of judicial dissolution pursuant to South Dakota's enactment of the Uniform Limited Liability Company Act. See SDCL ch. 47-34A. Individual members may resign their membership under the provisions of the operating agreement and obtain the 'fair market value of [the member's] Ownership Interest, adjusted for profits and losses to the date of resignation.' D purchased 74 acres of land northeast of Sturgis for approximately $135,000 and built a bar that is open only during the Sturgis Motorcycle Rally (Rally), which runs for approximately ten days every year in August. Eighteen acres were used to operate the bar, and the remaining land was leased to a farmer. D opened for business during the 2004 Rally, selling beer, soft drinks, water, and t-shirts. D also hosted food vendors and provided live entertainment. In January 2005, Penney Weast sold her membership interest to Patrick Kerwin. D expanded by opening a campground on the property in 2009. Camping was free until 2013, when the company began to charge camping fees in an effort to improve revenue. D had its first profitable year in 2015 and posted modest profits in 2016 and 2017. Each member has invested approximately $80,000 in D. The members also provide labor during the Rally without compensation-typically working over 12 hours each day. The members have not received income distributions. D's net income from 2015 to 2017 allowed it to pay the mortgage expense previously contributed pro rata by the members. The profits also allowed D to reimburse the members for their out-of-pocket expenses. After the 2015 Rally, Ps advised Kerwin and Meyers (Ds) that they wanted to sell their membership interests in D. The sale did not consummate. In early 2017, Ps and Kerwin signed a six-month agency agreement with a real estate agent, intending to offer to sell the D property for $950,000. Meyers would not sign the agreement. Ps did not invoke their right under the operating agreement to voluntarily resign their interests. Nor did the members vote to dissolve D under the authority provided in the operating agreement. Ps sought judicial dissolution and an order authorizing the sale of D's assets. The court granted Ps' request for dissolution. In its written findings of facts and conclusions of law, the circuit court found that 'the profit made in [2015-2017] is insufficient to begin repaying the capital contributions made by the members.' The court further found that the parties were 'at a standstill' on whether to sell the property and determined that the only way for D to make money was to sell its real estate. The court concluded that judicial dissolution was authorized under SDCL 47-34A-801(a)(4)(i) and (iii). The court held that D's economic purpose was unreasonably frustrated, and it was not reasonably practicable to carry on its business in conformity with the operating agreement. Ds appealed.

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