Saunders v. Briner

Summary

The court held that, absent authorization in the operating agreements, the plaintiff lacked standing to pursue derivative claims because the applicable limited liability company statute and common law did not provide a derivative remedy when the action was filed. It nevertheless upheld the plaintiff’s direct recovery arising from the unpaid loan because the trial court could treat the claim as direct under a narrow single-member-company exception, and it upheld the refusal to reimburse winding-up expenses. The derivative judgment was reversed, and the attorney-fee award tied to the derivative unfair-trade-practices claim was vacated.