Condo v. Conners

Thomas Banner was a member in a limited-liability company (LLC) called the Hut Group (Hut). As part of a divorce settlement, Banner agreed to assign his ex-wife, Elizabeth Condo (plaintiff), his right to receive monetary distributions from Hut, the amount and timing of which were specified in Hut’s operating agreement. Banner also agreed to assign Condo his voting interest in Hut. Hut’s operating agreement prohibited members from assigning, pledging, or transferring any portion of their interest in Hut without the prior written approval of all the members. Banner sought approval for the assignment from the other two members, Thomas Conners and George Roberts (defendants), who refused to consent. Banner then executed the assignment to Condo anyway. When Conners and Roberts learned that Banner had executed the assignment without their consent, they contacted him and expressed their disapproval. After some negotiation, it was decided that Banner would sell his interest in Hut to Conners and Roberts for $125,000. Condo sued Conners and Roberts, claiming they had tortiously interfered with her contractual right to receive distributions from Hut and that they had conspired with Banner to buy his interest at a low price and deprive Condo of her right to receive the monetary distributions. The trial court granted summary judgment to Conners and Roberts. The court of appeals affirmed, and Condo petitioned for certiorari.