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Question
In Lieberman v. Wyoming.com, LLC, Lieberman dissociated from the LLC and demanded cash for his share of the company. The remaining members voted to continue the company and the operating agreement discussed distribution in the cases of dissolution but not simple dissociation. The court decided that:A.fundamental common law rules of fairness should apply and Lieberman was due a fair share to be decided by independent business analysts.
B.Lieberman had rightfully dissociated from the company but since the operating agreement was silent as to distribution should the company continue, he forfeited all rights upon dissociation and should receive nothing.
C.if the operating agreement is silent as to an issue, the Uniform Limited Liability Company Act will control and in this case Lieberman gets his initial investment back but nothing above that.
D.Lieberman had rightfully dissociated from the company but since the operating agreement was silent as to distribution and state LLC law was also silent regarding the issue, Lieberman gets no distribution for dissociation but retains his interest in the company until dissolution occurs.
Answer
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