Lakes Region Gaming v. Miller, 164 N.H. 558

In 2005, Christopher Gistis and David Johnston formed Lakes Region Gaming with Miller, Glenn Gistis, and Lawrence Kasser as members, to own and manage Lakes Region Greyhound Park; Johnston Development would contribute its bid rights and Lakes Region Gaming would own the track.
Johnston Development successfully bid $4,101,002 for the track, and Gistis wired about $205,000 to the seller’s escrow as part of the process.
May 19, 2005, the purchase agreement gave Johnston Development until July 18 to decide; if it declined, the $205,000 deposit would be forfeited.
Indictments in June 2005 led Lakes Region Gaming to reconsider the purchase and seek to sell the right to purchase the track to recoup expenses or profit.
Miller and Johnston secretly negotiated with other buyers; on July 17, 2005, Torguson Gaming Group agreed to pay $5,000,000 for the right to purchase for $4,101,002, yielding a net profit of $898,998.
On July 18–19, arrangements included an extension of due diligence with Miller paying $50,000, escrow movements, and Torguson ultimately paying Johnston Development $898,998; Johnston Development then transferred $445,000 to Miller.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did Miller owe fiduciary duties to Lakes Region Gaming?	Gistis family argues Miller breached duties.	Miller asserts lack of duty as a minority member; but not preserved.	No preservation; issue not reviewed.
Was Miller liable jointly and severally for damages?	Miller participated in breach causing damages.	Arguments not preserved for review.	No preservation; issue not reviewed.
Did Lakes Region Gaming own the right to purchase and the escrow deposit, giving standing to sue?	Assets belonged to Lakes Region Gaming; standing exists.	Assets did not belong to Lakes Region Gaming; lack of standing.	Trial court correctly found ownership and standing in Lakes Region Gaming.
Did paragraph 10 of the operating agreement permit Miller’s conduct as non-breach?	Paragraph 10 does not authorize using company assets to enrich oneself at others’ expense.	Conduct could be viewed as competition permitted by paragraph 10.	Paragraph 10 did not authorize the breach; assets belonged to Lakes Region Gaming.
Were any remaining issues waived or unbriefed on appeal?	—	—	Other issues deemed waived.

Town of Atkinson v. Malborn Realty Trust, 164 N.H. 62 (2012) (preservation requirement for appellate review)
In re Guardianship of Williams, 159 N.H. 318 (2009) (standing and subject matter jurisdiction considerations)
Baines v. N.H. Senate President, 152 N.H. 124 (2005) (standing questions reviewed notwithstanding timing)
Robbins v. Salem Radiology, 145 N.H. 415 (2000) (contract interpretation standard and approach)
In re Estate of King, 149 N.H. 226 (2003) (waiver of issues for appellate review)
Cook v. Sullivan, 149 N.H. 774 (2003) (credibility determinations and weight of evidence)