Saunders v. Briner

Summary

The court held that, absent authorization in the operating agreements, the plaintiff lacked standing under the governing limited liability company statute or common law to pursue derivative claims, requiring reversal of the judgment on those claims and vacatur of the related fee award. It nevertheless upheld the plaintiff's direct recovery for the unpaid loan because a court may treat derivative-type claims by a single-member limited liability company owner as direct when specified safeguards are satisfied. The court also upheld the refusal to reimburse winding-up and accounting expenses because the plaintiff's failure to supervise the companies contributed to those expenses.