In re DeLuca

The DeLucas (defendants) and Broyhill (plaintiff), equal 50% members of D&B, a Virginia LLC, brought in Boinis's company NVRI (plaintiff) as a 15% member through an Amended Operating Agreement, but relations soured when Broyhill discovered most of NVRI's $600,000 investment had gone into the DeLucas' personal accounts; Broyhill and NVRI then executed an agreement removing the DeLucas as managers and electing Broyhill as successor manager without giving the DeLucas notice, and shortly after, the DeLucas filed for bankruptcy. Broyhill and NVRI intervened in the bankruptcy seeking a declaration their removal and appointment actions were valid, even though the operating agreements required unanimous member votes to appoint a manager and required unanimous consent to continue the business after a member's bankruptcy rather than dissolving.