Montana Food, LLC, a Wyoming Limited Liability Company
344 P.3d 751
Wyo.2015Background
- Montana Food, LLC was formed in Wyoming in 2007; Todosijevic and Vukov each held 50% membership interests by 2010.
- Articles of organization and an operating agreement designated the company as manager-managed and named Maksim Stajcer as manager.
- Vukov claimed he made substantial additional capital contributions (≈€1,260,600) while Todosijevic made none; Vukov called a meeting, adopted a resolution reallocating ownership to ~99.72% (Vukov) / 0.28% (Todosijevic), and amended the articles to name himself and his wife as managers.
- Todosijevic sued, alleging Vukov lacked authority to unilaterally alter membership interests; district court granted summary judgment for Todosijevic on that issue.
- The central legal question: whether a member (Vukov) in a manager-managed Wyoming LLC may unilaterally adjust membership ownership to reflect capital contributions.
Issues
| Issue | Plaintiff's Argument (Todosijevic) | Defendant's Argument (LLC/Vukov) | Held |
|---|---|---|---|
| Whether Vukov had authority to unilaterally change membership interests | No; a member cannot unilaterally dilute another member — consent of all members required for acts outside ordinary course | Yes; de facto no active manager and management effectively by members in proportion to contributions, so Vukov could adjust percentages to reflect actual capital contributions | Held: Vukov lacked authority; changing ownership is outside ordinary course and requires unanimous member consent in a manager-managed LLC |
| Whether the LLC should be treated as member-managed despite documents | N/A (Todosijevic relied on express docs/statute) | LLC: look beyond formal documents to how LLC actually operated; no active manager so member management controlled | Held: Articles and operating agreement control; court will not treat LLC as member-managed contrary to express documents |
| Which statutory regime applies (old vs new Act) | N/A | LLC argued some old-act provisions continued to apply suggesting management proportionate to capital contributions | Held: For management rules, former Act provisions applied only to specified sections; question of unilateral change governed by current Act §17-29-407(c) which restricts member action in manager-managed LLCs |
| Remedy available to Todosijevic for unlawful transfers/dilution | N/A | LLC noted deadlock and lack of practical remedies | Held: Court affirmed summary judgment prohibiting unilateral change; monetary damages remain remedy if property was illegally transferred; dissolution remedy not before court on appeal |
Key Cases Cited
- Miner v. Jesse & Grace, LLC, 317 P.3d 1124 (Wyo. 2014) (standard of review for summary judgment and appellate review)
- Lindsey v. Harriet, 255 P.3d 873 (Wyo. 2011) (summary judgment principles)
- Kennedy Oil Co. v. Dep’t of Revenue, 205 P.3d 999 (Wyo. 2008) (statutory interpretation principles)
- RME Petroleum Co. v. Dep’t of Revenue, 150 P.3d 673 (Wyo. 2007) (statutory interpretation)
- Powell Family of Yakima, LLC v. Dunmire (In re Kite Ranch, LLC), 234 P.3d 351 (Wyo. 2010) (limited circumstances for looking beyond organizational documents to determine membership status)