Venture Sales, LLC v. Perkins
2012 Miss. LEXIS 208
| Miss. | 2012Background
- Venture Sales, LLC formed by Perkins, Fordham, and Thompson to develop property near Petal, MS under an operating agreement stating purpose to acquire, develop and sell properties.
- Contributions: Perkins contributed land and cash; Fordham and Thompson contributed land and small cash; ownership 1/3 each.
- Property remained undeveloped for over ten years; Fordham/Thompson argued delays due to external factors, while developing other nearby projects.
- In 2009–2010, attempts to sell or list the property failed; Perkins opposed listing at lower price, conflicting with Fordham/Thompson.
- Perkins filed for judicial dissolution in Feb 2010; chancery court dissolved Venture Sales, and the parties appealed seeking dissolution and winding up guidance.
- Chancery court remanded for winding up under applicable statutes.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Dissolution proper under not reasonably practicable standard | Fordham/Thompson: practicable; Perkins: dissolution proper | Perkins: not practicable; Fordham/Thompson: solvency implies practicability | Dissolution affirmed: not reasonably practicable exists. |
| Sufficiency of evidence to support dissolution finding | Fordham/Thompson: substantial evidence supports change of viability | Perkins: evidence insufficient or improperly weighed | Affirmed: substantial evidence supports dissolution. |
| Remand for winding up under Mississippi LLC act | Agreement to wind up under MLLCA; need court direction | Winding up should proceed per statute; remand appropriate | Remanded for winding up under 79-29-803 through 79-29-807. |
Key Cases Cited
- Hood v. State, 17 So.3d 548 (Miss. 2009) (standard for not reasonably practicable in dissolution context)
- Byrd v. The Miss. Bar, 826 So.2d 1249 (Miss. 2002) (interpretation of not reasonably practicable/limitations on dissolution)
- 1545 Ocean Ave., LLC v. 72 A.D.3d 121, 72 A.D.3d 121 (N.Y. App. Div. 2010) (dissolution appropriate when economic purpose not met; extensive discussion of practicability)