Holdeman v. Epperson
Ohio Supreme Court
857 N.E. 2d 583 (2006)
- Written by Kelly Simon, JD
Facts
Louise Epperson (defendant) and Daniel Holdeman formed a limited-liability company (LLC), Holdeman-Eros, LLC. Daniel Holdeman died, and his wife, Jo Ann Holdeman (executor) (plaintiff) became the executor of his estate. Pursuant to the LLC’s operating agreement, a successor-in-interest could only be admitted as a member of the LLC upon written consent of the company. Epperson declined to consent to Jo Ann’s admission as a member. Jo Ann sought a declaratory judgment confirming that during the period of estate administration, she possessed all the rights that her deceased husband possessed before death. Epperson counter-claimed, alleging that Jo Ann was an assignee but not a member of Holdeman-Eros and that the Holdeman-Eros operating agreement required the consent of the company before a successor-in-interest became a member. The trial and appeals courts concluded that Jo Ann was entitled to membership rights while settling the estate. Epperson appealed.
Rule of Law
Issue
Holding and Reasoning (Lanzinger, J.)
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