In re Cat Island Club, L.L.C.
94 So. 3d 75
La. Ct. App.2012Background
- Cat Island Club, LLC formed March 16, 2000 with seven initial members, including Ty-Bar Industries, Inc. and five others signed to later operating documents.
- Ty-Bar, owned by Dean Tyler and William C. Barron, purchased land for the LLC and sought capital contributions from other members.
- Two operating agreements circulated: an original 12-page April 7, 2000 version listing seven equal members, and a July 7, 2000 version listing five initial members and giving Ty-Bar a 3/7 interest with disputed signatures and missing Fontenot and Fischer signatures.
- On July 7, 2000, Ty-Bar conveyed 383.46 acres to the LLC via Act of Cash Sale for $500,000, encumbered by Ty-Bar’s mortgage; signatures were completed in different cities and dates among members.
- In 2010, Bencaz died; his interest was sold to the remaining members, with subsequent partial purchases and transfers among Pentecost, Gaspard, and Ty-Bar, leading to disputes about membership interests.
- In December 2010, Ty-Bar petitioned to dissolve the LLC; the trial court granted summary judgment for dissolution and appointed a liquidator, which Pentecost and Gaspard challenged on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court erred in granting dissolution | Ty-Bar and Davis argued dissolution appropriate under majority consent or judicial dissolution due to impasse | Pentecost and Gaspard contended dissolution was improper and assets should be partitioned | Judicial dissolution proper; majority consent absent and impasse warranted dissolution |
| Whether the trial court erred in appointing a liquidator | Liquidation of the LLC assets via liquidator aligns with dissolution | Liquidator appointment was improper or unnecessary | Liquidator appointment affirmed under La.R.S. 12:1335, 1336, and related provisions |
Key Cases Cited
- Weinmann v. Duhon, 818 So.2d 206 (La.App.5 Cir. 2002) (insightful on judicial dissolution under LLC statutes)
- Weinmann v. Duhon,, 997 So.2d 117-118 (La.App.5 Cir. 2009) (continued consideration of LLC dissolution issues)
- Kelly v. Porter, 687 F.Supp.2d 632 (E.D. La. 2010) (treatment of member interests in LLCs; property claims)
- Northeast Realty, L.L.C. v. Misty Bayou, L.L.C., 920 So.2d 938 (La.App.2 Cir. 2006) (LLC member rights to distributions and property issues)
- Van Meter v. Gutierrez, 897 So.2d 781 (La.App.4 Cir. 2005) (property interest of LLC members; corporate/unitary entity treatment)