Facts
- The Smiths and Towslee & Lorenz formed Sunset Pointe, LLC to purchase a $1,458,000 vacation home, each couple contributing $430,000 [lines="22-40"].
- Jeffrey Smith acted as the managing member of the LLC from October 2017 to January 2021, overseeing its operations [lines="60-61"].
- A charging order was granted against Jeffrey's interest in the LLC due to a judgment related to his prior misconduct, which led to significant distrust among the members [lines="116-118"], [lines="294-305"].
- Towslee and Lorenz moved for judicial dissolution of the LLC, claiming it was not practicable to continue operating due to member disagreements [lines="221-264"].
- The trial court ultimately granted the dissolution and ordered a receiver for the LLC following an evidentiary hearing [lines="286-313"].
Issues
- Did the trial court err in granting the motion for judicial dissolution of Sunset Pointe, LLC under R.C. 1705.47? [lines="319"].
- Did the trial court err in ordering the appointment of a receiver to manage the LLC's assets? [lines="322"].
Holdings
- The court affirmed the trial court's decision, stating that due to deadlock and discord among members, it was not reasonably practicable to continue the LLC's operations [lines="644"].
- The court did not address the Smiths' arguments regarding the receiver's appointment because those arguments were not raised at the trial court [lines="668-680"].
OPINION
Case Information
*1
[J-80-2024]
IN THE SUPREME COURT OF PENNSYLVANIA MIDDLE DISTRICT
DAVID H. ZIMMERMAN AND KATHY L. RAPP,
Appellants
v.
AL SCHMIDT, IN HIS OFFICIAL CAPACITY AS ACTING SECRETARY OF THE COMMONWEALTH OF PENNSYLVANIA, THE COMMONWEALTH OF PENNSYLVANIA, DEPARTMENT OF STATE, ADAMS COUNTY BOARD OF ELECTIONS, ALLEGHENY COUNTY BOARD OF ELECTIONS, ARMSTRONG COUNTY BOARD OF ELECTIONS, BEAVER COUNTY BOARD OF ELECTIONS, BEDFORD COUNTY BOARD OF ELECTIONS, BERKS COUNTY BOARD OF ELECTIONS, BLAIR COUNTY BOARD OF ELECTIONS, BRADFORD COUNTY BOARD OF ELECTIONS, BUCKS COUNTY BOARD OF ELECTIONS, BUTLER COUNTY BOARD OF ELECTIONS, CAMBRIA COUNTY BOARD OF ELECTIONS, CAMERON COUNTY BOARD OF ELECTIONS, CARBON COUNTY BOARD OF ELECTIONS, CENTRE COUNTY BOARD OF ELECTIONS, CHESTER COUNTY BOARD OF ELECTIONS, CLARION COUNTY BOARD OF ELECTIONS, CLEARFIELD COUNTY BOARD OF ELECTIONS, CLINTON COUNTY BOARD OF ELECTIONS, COLUMBIA COUNTY BOARD OF ELECTIONS, CRAWFORD COUNTY BOARD OF ELECTIONS, CUMBERLAND COUNTY BOARD OF ELECTIONS, DAUPHIN COUNTY BOARD OF
No. 63 MAP 2024 : Appeal from the Order of the Commonwealth Court at No. 33 MD 2024 dated August 23, 2024. : SUBMITTED: September 9, 2024
*2 | ELECTIONS, DELAWARE COUNTY | : | | :--: | :--: | | BOARD OF ELECTIONS, ELK COUNTY | : | | BOARD OF ELECTIONS, ERIE COUNTY | : | | BOARD OF ELECTIONS, FAYETTE | : | | COUNTY BOARD OF ELECTIONS, | : | | FOREST COUNTY BOARD OF | : | | ELECTIONS, FRANKLIN COUNTY BOARD | : | | OF ELECTIONS, FULTON COUNTY | : | | BOARD OF ELECTIONS, GREENE | : | | COUNTY BOARD OF ELECTIONS, | : | | HUNTINGDON COUNTY BOARD OF | : | | ELECTIONS, INDIANA COUNTY BOARD | : | | OF ELECTIONS, JEFFERSON COUNTY | : | | BOARD OF ELECTIONS, JUNIATA | : | | COUNTY BOARD OF ELECTIONS, | : | | LYCOMING COUNTY BOARD OF | : | | ELECTIONS, LACKAWANNA COUNTY | : | | BOARD OF ELECTIONS, LANCASTER | : | | COUNTY BOARD OF ELECTIONS, | : | | LAWRENCE COUNTY BOARD OF | : | | ELECTIONS, LEBANON COUNTY BOARD | : | | OF ELECTIONS, LEHIGH COUNTY | : | | BOARD OF ELECTIONS, LUZERNE | : | | COUNTY BOARD OF ELECTIONS, | : | | MCKEAN COUNTY BOARD OF | : | | ELECTIONS, MERCER COUNTY BOARD | : | | OF ELECTIONS, MIFFLIN COUNTY | : | | BOARD OF ELECTIONS, MONROE | : | | COUNTY BOARD OF ELECTIONS, | : | | MONTGOMERY COUNTY BOARD OF | : | | ELECTIONS, MONTOUR COUNTY BOARD | : | | OF ELECTIONS, NORTHAMPTON | : | | COUNTY BOARD OF ELECTIONS, | : | | NORTHUMBERLAND COUNTY BOARD | : | | OF ELECTIONS, PERRY COUNTY BOARD | : | | OF ELECTIONS, PHILADELPHIA COUNTY | : | | BOARD OF ELECTIONS, PIKE COUNTY | : | | BOARD OF ELECTIONS, POTTER | : | | COUNTY BOARD OF ELECTIONS, | : | | SCHUYLKILL COUNTY BOARD OF | : | | ELECTIONS, SNYDER COUNTY BOARD | : | | OF ELECTIONS, SOMERSET COUNTY | : | | BOARD OF ELECTIONS, SULLIVAN | : | | COUNTY BOARD OF ELECTIONS, | : | | SUSQUEHANNA COUNTY BOARD OF | : | | ELECTIONS, TIOGA COUNTY BOARD OF | : |
*3
ELECTIONS, UNION COUNTY BOARD OF : ELECTIONS, VENANGO COUNTY BOARD : OF ELECTIONS, WARREN COUNTY : BOARD OF ELECTIONS, WASHINGTON : COUNTY BOARD OF ELECTIONS, WAYNE COUNTY BOARD OF ELECTIONS, WESTMORELAND COUNTY : BOARD OF ELECTIONS, WYOMING COUNTY BOARD OF ELECTIONS, AND YORK COUNTY BOARD OF ELECTIONS,
Appellees
ORDER
PER CURIAM
AND NOW, this 25th day of September, 2024, the Order of the Commonwealth Court is VACATED and this case is REMANDED to the Commonwealth Court with direction to dismiss the suit with prejudice. The Commonwealth Court lacked original subject matter jurisdiction to adjudicate the matter because neither the Secretary of State, Al Schmidt, nor the Department of State is an indispensable party, as required by the Judicial Code. See 42 Pa.C.S. § 761(a)(1); Penn State Educ. Ass'n v. Commonwealth, Dept. of Community &; Econ. Dev., 50 A.3d 1263, 1277 (Pa. 2012) ("In determining whether a party is indispensable, the basic inquiry remains whether justice can be done in the absence of a third party." (internal quotation marks omitted)); Sprague v. Casey, 550 A.2d 184, 189 (Pa. 1988) ("A party is indispensable when his or her rights are so connected with the claims of the litigants that no decree can be made without impairing those rights. . . . In this connection, if the merits of a case can be determined without prejudice to the rights of an absent party, the court may proceed."). The Petition for Review, as further elaborated in the Appellants' brief before this Court, seeks relief that, if warranted, could be granted solely by and through the County Boards of Elections.
*4 However, the County Boards of Elections are not Commonwealth parties, and therefore provide no basis for the Commonwealth Court's original jurisdiction. See 42 Pa.C.S. §§ 102 (defining "Commonwealth government" to exclude any political subdivision, municipal or other local authority, or any officer or agency of any such political subdivision or authority").
The Joinder of Appellee Cambria County Board of Elections to Brief of Appellees Secretary of State AI Schmidt and Department of State is DENIED as moot.
Justice Brobson files a concurring statement.