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Dunbar Group, LLC v. Tignor

Supreme Court of Virginia
593 S.E.2d 216 (2004)


Facts

The Dunbar Group, LLC (Dunbar) (plaintiff) and Archie Tignor (defendant) formed and were the sole managers of XpertCTI, LLC (Xpert). Tignor was also the president of X-tel, Inc. Edward Robertson was the sole member and manager of Dunbar. Xpert entered into a contract with Samsung Telecommunications America, Inc. (Samsung). Disputes arose between Robertson and Tignor over Xpert’s management. Dunbar, Xpert, and Robertson brought suit, requesting an order expelling and dissociating Tignor as a member of Xpert. Tignor brought a separate action against Dunbar and Xpert, seeking dissolution of Xpert under Virginia Code § 13.1-1047, which provides for judicial dissolution of an LLC if it is not reasonably practicable to carry on the business according to the articles of organization and any operating agreement. The two actions were consolidated. The record showed that Tignor had placed checks payable to Xpert into X-tel’s bank account, caused checks written from Xpert’s checking account to bounce, evicted Robertson from the office space Dunbar was renting from X-tel, and terminated Robertson’s email account with Xpert. The chancellor ordered that Tignor be expelled as a member of Xpert, and that Robertson continue to operate Xpert during the term of the Samsung contract, after which it would be dissolved. Dunbar appealed the portion of the order providing for the dissolution of Xpert, arguing that the evidence was not sufficient to support a finding that it would not be reasonably practicable to carry on Xpert’s business after Tignor’s expulsion as a member.

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Holding and Reasoning (Keenan, J.)

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  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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