Andrew Nemeth Properties, LLC v. William A. Panzica

Summary

The Indiana Supreme Court held that LLC membership under the Indiana Business Flexibility Act requires a written operating agreement or written consent, and that requirement applies to both original and later-added members. Although Nemeth was not an LLC member as a matter of law, factual disputes remained about whether the defendants breached an agreement to make him a member, precluding summary judgment. The Court also held that an unjust-enrichment claim seeking a money judgment is legal and carries a jury right, while unclean hands remains an available defense that the jury must decide. The Court vacated the judgment and remanded for a jury trial on both claims.