Frank A. Moultrie v. Charles O. Wall Ii and Autauga Automotive, LLC

Summary

The court affirmed the determination that an executed written side agreement amended Autauga Automotive's operating agreement to give Wall 90% and Moultrie 10% of profits and losses. It reversed the divestiture of Moultrie's interest because the operating agreement required a meeting of all members before a company decision requiring an additional capital contribution, and Wall failed to hold one. The court remanded with instructions to enter judgment for Moultrie on the divestiture claim and declined to consider an unpreserved challenge to Autauga Automotive's status as a party. Justice Murdock, concurring in the result, noted that the opinion did not address whether the ownership documents misrepresented the parties' actual agreement to Ford or whether estoppel might apply.