Missouri Court of Appeals, Eastern District / Nov 20, 2018
Peter A. Nicolazzi, et al., Appellants, vs. Laura L. Bone, Respondent.
Peter A. Nicolazzi appealed a trial court judgment in favor of Laura L. Bone concerning their limited liability company, Young in Spirit Adult Day Care, LLC. The trial court found Nicolazzi breached the LLC's operating agreement by failing to make a capital contribution and by soliciting a sale of his interest, and that he had withdrawn, making Bone the sole member. The appellate court affirmed the finding of breach for the capital contribution. However, it reversed the findings regarding the breach for soliciting a sale and Nicolazzi's withdrawal prior to filing his petition, concluding he remained a member. The case was remanded for the trial court to determine if Nicolazzi's act of filing his petition constituted an event of withdrawal and, if so, to determine the fair value of his interest.