Opinion
Thе principal question in this appeal is whether the trial court properly applied the appropriate standard in determining that two members who jointly held a 50 percent interest in the plaintiff 418 Meadow Street Associates, LLC (418 Meadow Street), had standing to initiate this lawsuit on behalf of 418 Meadow Street without the consent of its third member, who held the remaining 50 percent. We reverse the judgment and remand the case to the trial court for further proceedings.
In a prior opinion regarding this controversy, this court set forth the following relevant facts and procedural history. “Barbara Levine and Steven Levine were the original owners of [418 Meadow Street] . . . until [Stеven] Levine sold his 50 percent interest to Michael Weinshel and Mark Wynnick, making them joint owners with Barbara Levine. Thus, Weinshel and Wynnick collectively own 50 percent of the company and Barbara Levine owns the remaining 50 percent. On September 3, 2008, Weinshel and Wynnick brought this action on behalf of [418 Meadow Street] to recover dаmages from the defendant [One Solution Services, LLC] for breach of their lease agreement. On February 26, 2009, the defendant answered the complaint, denying that it breached the agreement. The defendant pleaded by way
The court entered a default judgment against the defendant
On remand, the defendant filed a motion to open and vacate the judgment on the ground that the plaintiff lacked standing. The court noted thаt the action was brought by two members of 418 Meadow Street, Weins-hel and Wynnick, without the consent of the third, Barbara Levine. The court rejected the defendant’s claim that the two members of 418 Meadow Street lacked standing to bring the action. Pursuant to its operating agreement, a majority of the ownership interest in 418 Meadow Street was required to authorize expenditures such as legal expenses; consistently, General Statutes
There was no dispute that the dispositive issue was whether Barbara Levine had an interest in the outcome of the present action that was adverse to that of 418 Meadow Street. The defendant’s claim was that Barbara Levine’s interest was not adverse, and that 418 Meadow Street thus lacked the majority vote necessary to confer standing. The court found that Weinshel and Wynnick brought the present action without the consent of the third member of 418 Meadow Street, Barbara Levine. The court found that although Barbara Levine did not have a proprietary interest in the defendant, shе was “an individual who ha[d] an adverse interest in the outcome of this suit . . . .” The court determined that Weinshel and Wynnick had standing to bring the action without Barbara Levine’s consent because, pursuant to § 34-187 (b), she had an interest that was adverse to that of the other members of 418 Meadow Street. The court stressed the importance of other аctions involving 418 Meadow Street between Barbara Levine and the remaining two members. The court denied the defendant’s motion to open and vacate the judgment. This appeal followed.
The defendant claims that the court erred in finding that Weinshel and Wynnick had standing to bring the present action without Barbara Levine’s consent because of animosity between her and the other two members of 418 Meadow Street. The defendant argues
“A determination regarding atrial court’s subject matter jurisdiction is a question of law. . . . When the trial court draws conclusions of law, appellate review is plenary, and the reviewing court must decide whether the trial court’s conclusions are legally and logically correct.” (Citation omitted.) Bloom v. Dept. of Labor,
General Statutes § 34-187 provides: “(a) Except as otherwise provided in an operating agreement, suit on behalf of the limited liability company may be brought in the name of the limited Lability company by: (1) Any member or members of a limited Lability company, whether or not the articles оf organization vest management of the limited liability company in one or more managers, who are authorized to sue by the vote of a majority in interest of the mеmbers, unless the vote of aL members shall be required pursuant to subsection (b) of section 34-142; or (2) any manager or managers of a limited liabihty company, if the articles of organization vest management of the limited LabiLty company in one or more managers, who are authorized to sue by the vote required pursuant to section 34-142.
“(b) In dеtermining the vote required under section 34-142 for purposes of this section, the vote of any member or manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.” (Emphasis added.)
The judgment denying the defendant’s motion to open and vacate the judgment is reversed and the case is remanded for furthеr proceedings consistent with this opinion.
In this opinion the other judges concurred.
Notes
The defendant’s attorney moved to withdraw, and the court granted him permission to withdraw. At the scheduled trial date, when Steven Levinе, one of the defendant’s managing members, arrived without counsel, the court rendered a default judgment against the defendant, reasoning that Steven Levine was unable to represent the defendant as a self-represented party and thus, in essence, the defendant failed to appear.