Holifield v. XRI Investment Holdings LLC

Summary

The court affirmed that Holifield's transfer of his XRI membership units to Blue violated the LLC agreement and was incurably void because the agreement permitted parties to contract for that consequence and used sufficiently clear language. It declined to overrule or materially modify the governing rule, holding that equitable acquiescence could not validate the noncompliant transfer. The court reversed the dismissal of XRI's breach-of-contract damages and recoupment claims and remanded for further determinations concerning those remedies and Holifield's alleged willful or grossly negligent breaches.