The Reynolds & Reynolds Company, Inc. v. Alan Vines Automotive of Jackson, LLC, 1:20-mc-00003

Background:

Reynolds registered a judgment against Alan Vines Automotive, LLC and sought post-judgment discovery about the LLC’s business/assets; the court ordered the LLC to respond to limited requests for production within 28 days (Sept. 28, 2020).
The LLC did not respond; Reynolds moved to hold the LLC and its member Alan Vines in contempt and seek sanctions (Mot. filed Nov. 13, 2020).
Vines responded personally (not through counsel for the LLC), arguing the LLC was administratively dissolved in 2019, was insolvent, and thus could not comply; he also invoked LLC liability shielding.
The court explained Tennessee administrative dissolution does not equal termination; termination requires filing articles of termination and liabilities survive termination under Tenn. law.
The record showed the LLC had a large capital deficit and had closed tax accounts, suggesting it had no assets and could not retain counsel, making contempt against the LLC likely futile.
The court found authority to hold responsible officers/members in contempt but concluded Reynolds did not prove Vines personally violated a definite, specific court order; the court denied the contempt motion but ordered Vines to produce the LLC discovery within 28 days.

Issues:

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the LLC may be held in civil contempt for failing to comply with the discovery order	LLC was ordered to respond and failed to do so; contempt is appropriate	LLC was administratively dissolved and insolvent and cannot comply	Denied as to the LLC — contempt not imposed; enforcement against a dissolved, asset-less LLC would be futile
Whether Vines may be held in contempt individually for the LLC’s noncompliance	Vines, as the only responsible member able to act, should be held in contempt	Member shielding under Tennessee law and the court’s order did not unambiguously require Vines personally to act	Court may hold responsible officers/members in contempt, but Reynolds failed to prove Vines personally violated a definite, specific order; contempt denied as to Vines
Effect of Tennessee administrative dissolution on discovery/obligations	Administrative dissolution does not terminate the LLC; obligations and discovery duties remain until formal termination	Administrative dissolution terminated the LLC’s existence and relieved members of duties	Administrative dissolution is not termination; articles of termination required and liabilities survive termination, but insolvency affects practical enforcement
Whether the court can compel Vines personally to produce the LLC’s discovery	Court should hold Vines or at least order him to produce the LLC records	Vines questioned personal jurisdiction and ability/access to records	Court found personal jurisdiction over Vines as a member, declined contempt, but ordered Vines to produce the LLC discovery within 28 days

Key Cases Cited

Brown v. City of Upper Arlington, 637 F.3d 668 (6th Cir. 2011) (federal courts’ contempt power and purpose)
Young v. United States ex rel. Vuitton et Fils S.A., 481 U.S. 787 (U.S. 1987) (inherent contempt power of courts)
Elec. Workers Pension Tr. Fund v. Gary’s Elec. Serv. Co., 340 F.3d 373 (6th Cir. 2003) (officers may be held in contempt for corporate noncompliance)
Paterek v. Village of Armada, Mich., 801 F.3d 630 (6th Cir. 2015) (ambiguities in orders resolved in favor of accused contempt defendant)
Gompers v. Buck’s Stove & Range Co., 221 U.S. 418 (U.S. 1911) (historical statement of courts’ power to punish contempt)
United States v. Rylander, 460 U.S. 752 (U.S. 1983) (compliance impossibility defeats civil contempt)
Gascho v. Global Fitness Holdings, LLC, 875 F.3d 795 (6th Cir. 2017) (applying officer-contempt principles to LLC members)
Olagues v. Timken, 908 F.3d 200 (6th Cir. 2018) (business organizations cannot proceed pro se)
Rowland v. California Men’s Colony, 506 U.S. 194 (U.S. 1993) (pro se limitations for business entities)