In re Carlisle Etcetera LLC

Well Union Capital (WU Parent) and Tom James Company (James) (defendant) formed Carlisle Etcetera LLC under an initial agreement, intending to later sign a more comprehensive one that was never executed; WU Parent then assigned its interest to Well Union U.S. Holdings (WU Sub) (plaintiff). The four-member board split evenly between the two sides' appointees and deadlocked 2-2 on every important decision, while an executive from James effectively ran the company unchecked. WU Sub petitioned for judicial dissolution, and James moved to dismiss, arguing WU Sub lacked standing since it was merely an assignee, not a formal member.