How to Not Dissolve an LLC Without Trying

Sometimes common sense makes too much sense, even if the plaintiff “drove and parked erratically while wearing indecent attire, fed numerous stray cats and raccoons, and ‘danc[ed] backward in a Michael Jackson moon-walking manner along the streets of Vick’s, wearing a belly dancer costume, in an inappropriate and bizarre manner’.”

For instance, can asking for something automatically equal getting what you ask for? In Crumpton v. Vick’s Mobile Homes, LLC et al., 779 S.E.2d 136 (Ga. App. 2015), Ms. Crumpton filed a petition to dissolve various LLCs. Her brother (why does it seem like these are always family disputes?) argued that Ms. Crumpton was no longer a member of the LLCs because she filed a petition to dissolve the LLCs. The brother cited O.C.G.A. § 14-11-601.1(b)(4)(D), which provides that a member ceases to be a member of an LLC if the member “fil[ed] a petition . . . seeking for the member any reorganization, . . ., dissolution, or similar relief under any statute, law, or regulation.”

Kind of a chicken or the egg argument, right?

Anyway, the Court of Appeals applied common sense and recognized that the provision applied to the reorganization “of the member,” and not the LLC. In other words, (b)(4)(D) disassociated a member from an LLC if the petition or action to reorganize or dissolve was filed against the LLC’s member. And the Court of Appeals astutely recognized that the member had to be a corporate or artificial entity. (After all, the reorganization or dissolution of an actual person is just wrong and likely illegal).

In any event, we don’t think anyone should moon-walk while wearing a belly dancer costume. They might trip and fall and get hurt.

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