418 Meadow Street Associates, LLC v. One Solution Services, LLC, 144 Conn. App. 380

418 Meadow Street Associates, LLC originally owned equally by Barbara and Steven Levine; Steven sold his 50% to Michael Weinshel and Mark Wynnick, so ownership became Weinshel/Wynnick (50%) and Barbara Levine (50%).
Weinshel and Wynnick sued One Solution Services, LLC on behalf of 418 Meadow Street for breach of lease; defendant denied breach and asserted the suit lacked authority because it was brought without unanimous member consent.
Trial court entered default judgment against the defendant after defense counsel withdrew and a managing member appeared pro se; damages were later awarded to 418 Meadow Street.
Appellate court previously reversed denial of the defendant’s motion to open the default and remanded to determine whether the LLC had standing (i.e., whether the suing members were authorized to sue without Barbara Levine’s consent under Conn. Gen. Stat. § 34-187(b)).
On remand the trial court found Barbara Levine had an "adverse" interest under § 34-187(b) (based largely on animosity and prior disputes among members), excluded her vote, and concluded Weinshel and Wynnick had authority to sue; defendant appealed.
Supreme Court held the trial court applied the wrong inquiry (focusing on personal animosity) and remanded for factual findings using the correct legal standard: whether Levine’s interest in the outcome was adverse to the LLC’s interest.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether two members holding 50% can sue on behalf of the LLC without consent of the other 50% member under § 34-187(b)	Weinshel/Wynnick: Levine’s vote should be excluded because she has an adverse interest, so the remaining members form a majority and can authorize suit	One Solution: Levine’s interest is not adverse to the LLC’s interest; the suit lacked the required majority authorization and thus the LLC lacked standing	Trial court’s finding that Levine’s interest was adverse was legally incorrect in focus; remanded for factual determination applying the statutory standard (adverse to the LLC’s interest in the suit)

418 Meadow Street Associates, LLC v. One Solution Services, LLC, 127 Conn. App. 711 (app. 2011) (prior appellate opinion reversing denial to open default judgment and remanding on standing question)
418 Meadow Street Associates, LLC v. Clean Air Partners, LLC, 304 Conn. 820 (2012) (Supreme Court definition of “adverse” under § 34-187(b): interest contrary or opposed to the LLC’s interest)
Bloom v. Dept. of Labor, 93 Conn. App. 37 (2006) (standard of plenary appellate review for conclusions of law regarding subject matter jurisdiction)