Kenneth Carroll (defendant), Patrick Cupo, and Byron James were the members of IE Test, LLC (IE) (plaintiff). The members discussed signing an operating agreement, but Cupo and James rejected Carroll’s proposed agreement. An impasse ensued. IE filed suit seeking authorization to dissociate Carroll from IE. IE claimed that despite increasing revenues, it could not obtain a line of credit without an operating agreement. New Jersey’s Limited Liability Company Act authorized a member’s dissociation from an LLC if the member engaged in conduct making it not reasonably practicable to continue the business with the member. The trial court granted IE summary judgment. The appellate court affirmed. The Supreme Court of New Jersey granted Carroll’s petition for certification.