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Dunbar Group, LLC v. Tignor

Supreme Court of Virginia

593 S.E.2d 216 (2004)

Relevant factsFree

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.

IssueFree

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.

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