Saunders v. Briner

Summary

This concurrence and dissent agrees that the trial court's judgment on the plaintiff's derivative claims should be reversed but disagrees with the majority's conclusion that the plaintiff had standing to pursue direct claims arising from an injury to an LLC. The author would apply the general rule that an LLC member cannot personally recover for harm suffered by the LLC, reasoning that the plaintiff's use of an LLC to make the loan meant that any injury was suffered by the LLC rather than by him individually. The author rejects a single-member LLC exception as inconsistent with statutory entity separateness and as a policy choice better left to the legislature.