IE Test, LLC v. Carroll

Carroll (defendant), Cupo, and James, the three members of IE Test (plaintiff), reached an impasse when Cupo and James rejected Carroll's proposed operating agreement, and IE sued to dissociate Carroll, arguing that despite rising revenues it could not obtain a line of credit without an operating agreement in place. New Jersey's LLC Act permits dissociation where a member's conduct makes it not reasonably practicable to continue the business with that member; the trial court granted IE summary judgment dissociating Carroll, the appellate court affirmed, and the New Jersey Supreme Court granted certification.