Supreme Court of Idaho
153 P.3d 1167 (Idaho 2007)
Michael Collins, at the request of his father, E.A. Collins, formed CBS of Idaho, LLC (CBS). Michael and Russell Purcell were the two managers of CBS. A year later, Michael filed articles of amendment, changing the name of CBS to Kanaka Rapids Ranch, LLC (Kanaka Rapids), removing Purcell as a manager, and adding E.A. as a manager. The evidence is not clear as to whether E.A. was also a member of Kanaka Rapids. However, E.A. lived in Nevada and was not involved in the operation of Kanaka Rapids. Michael signed off on a number of land conveyances from Kanaka Rapids to Geist, et al. (defendants). E.A. passed away the next year, and his estate (plaintiff) brought suit, seeking to set aside the land conveyances to the defendants on the ground that Michael did not have the authority to convey the land on behalf of Kanaka Rapids. The estate claimed that no operating agreement existed that named Michael as manager of Kanaka Rapids, and thus he was not a valid manager and could not bind the LLC. Michael filed an affidavit in which he stated that he and E.A. had agreed that Michael would be the manager of Kanaka Rapids. The district court granted the defendants summary judgment. The estate appealed.
Rule of Law
Holding and Reasoning (Eismann, J.)
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