Dunbar Group, LLC v. Tignor
Supreme Court of Virginia
593 S.E.2d 216 (2004)
Dunbar Group and Archie Tignor (plaintiff and defendant) were the sole managers of XpertCTI, LLC, which held a contract with Samsung; Tignor also ran a separate company, X-tel. After disputes arose, Dunbar sued to expel Tignor from Xpert, while Tignor separately sued to dissolve Xpert entirely under a Virginia statute allowing judicial dissolution when it is no longer reasonably practicable to carry on the business. The evidence showed Tignor had diverted checks payable to Xpert into X-tel's account, caused Xpert's own checks to bounce, evicted Dunbar's principal Robertson from shared office space, and cut off his Xpert email access. The trial court (chancellor) expelled Tignor as a member but also ordered Xpert to be dissolved once its existing Samsung contract concluded; Dunbar appealed only the dissolution portion of the order.
Whether a court may order dissolution of a limited liability company when the record does not show that it is no longer reasonably practicable to carry on the business under its articles of organization and operating agreement.