Love v. Fleetway Air Frieght & Delivery Service. L.L.C.

875 So.2d 875 (2005)

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Nature of the Case

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Facts

Atkinson, Fuller, and P formed D, a limited liability company, by filing articles of organization. P was the initial managing member of D. The parties entered into a contractual agreement entitled 'Operating Agreement of Fleet way Air Freight & Delivery Service, L.L.C.,' which set forth the rights, duties, and relationships of the members and set forth the manner in which D's business would be conducted. This operating agreement defined certain pertinent terms and addressed, among other things, such matters as capital contributions by the members, allocations and distributions to the members, memberships and dispositions of interests, the management of the company, and the procedure for dissolving, liquidating, and terminating D. Attached to the operating agreement was an acknowledgement that each member had contributed $1,000 in capital to D and that each member was credited with one unit of membership interest in D. On September 7, 1999, Atkinson, Fuller, and P entered into another agreement, entitled 'Member's Agreement,' which contained additional restrictions and obligations. If any member withdrew in the next 36 months, it was agreed that their title and interest in D and in the assets of D shall be forfeited in equal shares to the continuing Members and the continuing members shall continue the business of the Company under its present name by themselves and shall pay to the withdrawing member the sum of One Hundred Dollars and No Cents ($100.00) for his interest in the Company. The withdrawing member was to be held harmless by D in return for the member's assets in D. These provisions also applied to P if he withdrew from management. Atkinson and Fuller were dissatisfied with the manner in which P was managing D, and decided to remove him effective July 31, 2000. P was told that he was entitled to $100 for his interest in D and to be released from further liability for D's debts. Ds are contending that P's dismissal constituted his withdrawal from Fleet way and that, therefore, he was entitled to nothing more for his membership interest. P sued Ds denying that he was withdrawing. P claimed that Ds had breached the operating agreement, converted his income from D, and committed fraud by representing to him, or causing to be represented to him, in October 2000 that he continued to enjoy the same membership rights as did Ds. Ds moved for summary judgment. The trial court granted the summary judgment motion filed by Ds. P appeals.