L. Londell McMicllan v. Sharon Nelson, C.A. No. 2024-0016-KSJM

The case involves a dispute over the validity of amendments to the Prince Legacy Operating Agreement dated July 25, 2022.
Plaintiffs challenged whether defendants’ attempt to amend the LLC Agreement was valid under the agreement’s terms.
The court expedited the matter and, in a July 5, 2024 memorandum opinion, granted summary judgment for the plaintiffs, holding the amendments were invalid.
Defendants filed a Rule 59(f) motion requesting clarification (or reargument) over whether the LLC Agreement itself was deemed valid in the Decision.
Defendants had not answered the original complaint before the court's decision, despite the opportunity to do so.
Parties stipulated to allow defendants to answer post-decision, reserving their right to assert affirmative defenses and plaintiffs’ right to challenge them.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Validity of Amendments to the LLC Agreement	Amendments were invalid per the agreement	Amendments were valid under a disputed interpretation	Amendments invalid under the agreement
Whether the Decision ruled on the validity of the entire LLC Agreement	No such ruling	Sought clarification/argued decision did rule on validity	No clarification needed; summary judgment only on amendments
Appropriateness of Rule 59(f) Clarification or Reargument	No overlooked law or facts	Court misapprehended or overlooked legal standards or facts	Motion for reargument/clarification denied
Effect of Defendants' failure to answer before decision	Defendants waived certain rights	Delay was strategic, not waiver	Defendants may now answer and assert defenses, subject to possible fee shifting