Parker v. U.S. Trust Co., 30 A.3d 147

HEB LLC is a DC LLC created to hold real property, governed by a 1996 Operating Agreement that contemplated three members but only Bealer and Parker signed.
Exhibit A lists Bealer as 33 1/3% and Parker/Parker as 33 1/3% as tenants by the entirety; Kirchiro did not sign and is undisputedly not a member.
Paragraph 15(a)(i) provides dissolution on a member's death unless within 90 days the remaining voting members elect to continue the LLC, with at least two members required.
Bealer died January 9, 2003; U.S. Trust was appointed executor of his estate.
Parker allegedly executed a January 30, 2003 Amendment purporting to transfer half of her interest to Parker and elect to continue HEB LLC; later communications claimed exercise of continuing rights.
Trial court granted summary judgment for U.S. Trust, holding the Parkers were a single member due to tenants by the entirety, thus unable to elect to continue operations; Parkers appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Who counts as a member under the Operating Agreement?	Parkers are two members despite tenancy by entirety.	Parkers, as a unit via tenancy by the entirety, constitute one member only.	Ambiguous term; genuine issue of material fact; remand to determine who is a member.
Does tenancy by the entirety affect membership status in an LLC?	Tenancy by the entirety can give two distinct interests and thus two members.	Tenants by the entirety share a unitary interest; counts as one member.	Ambiguous; both interpretations reasonable; remand to resolve.
What effect, if any, does the January 30, 2003 Amendment have on membership and continuation rights?	Amendment could transfer half of Parker's interest and support a valid election to continue.	Amendment either ineffective or not clearly admissible; does not defeat unitary interest.	Remand to address authenticity/admissibility and impact on membership/election.

Holland v. Hannan, 456 A.2d 807 (D.C. 1983) (contract ambiguity is a question of law)
Gryce v. Lavine, 675 A.2d 67 (D.C. 1996) (ambiguity and factfinder role in contract interpretation)
Nat'l Trade Prods. v. Info. Dev. Corp., 728 A.2d 106 (D.C. 1999) (ambiguity requires genuine issue of material fact)
2200 M St. LLC v. Mackell, 940 A.2d 143 (D.C. 2007) (contract interpretation guided by applicable Act provisions)
Fairclaw v. Forrest, 130 F.2d 829 (D.C. App. 1942) (tenants by the entireties – indivisible interests; joint ownership concepts)
Arbesman v. Winer, 468 A.2d 633 (Md. 1983) (tenants by the entireties – team theory in ownership)