Supreme Court of Alabama
L.b. Whitfield, Iii Family LLC v. Virginia Ann Whitfield
February 28, 20142014 Ala. LEXIS 30
Summary
The court held that the Family LLC dissolved when its sole member died because no written agreement by all holders of the LLC's financial rights continued the LLC or appointed new members. The court rejected the Family LLC's res judicata, laches, equitable-estoppel, judicial-estoppel, and waiver defenses. It also held that the 1998 cancellation agreement ended future obligations under the 1981 stock agreement but did not rescind that agreement retroactively, so the 22 voting shares had to be distributed equally among the four children rather than returned exclusively to the sisters.