Harbison v. Strickland

900 So. 2d 385 (2004)

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Harbison v. Strickland

Alabama Supreme Court
900 So. 2d 385 (2004)

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Facts

Bonnie Sue Strickland (defendant) and her husband formed and managed a limited-liability company (LLC) for the purpose of managing their estate. After forming the LLC, Strickland and her husband conveyed an 83 percent interest to their daughter Suzy Harbison (defendant), retaining the remaining 17 percent and continuing to act as the LLC’s managers. Strickland’s husband died, leaving Strickland as the sole manager and sole holder of the 17 percent minority interest. Strickland then caused the LLC to sell real property assets to her son for an amount Harbison alleges was below the assets’ market value. Harbison sued Strickland for breach of Strickland’s fiduciary duties to the LLC and to Harbison as an equity holder. The trial court looked solely to the LLC’s operating agreement to determine the scope of any fiduciary duties Strickland may have owed and held that the document did not establish any duty of loyalty obligating her to seek a fair price when selling the LLC’s assets. Accordingly, the trial court granted summary judgment in favor of Strickland. Harbison appealed.

Rule of Law

Issue

Holding and Reasoning (See, J.)

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