Manere v. Collins

Robert Manere (plaintiff) and Peter Collins (defendant) formed BAHR, LLC (defendant), a limited-liability company (LLC) of which both men served as the sole members and managers. Proportionate to contributions, Collins had a 60 percent interest and Manere a 40 percent interest in BAHR. Manere opened a café in Connecticut on behalf of BAHR. Collins lived out of state, so Manere operated the café. Collins and Manere agreed to pay Manere a weekly manager’s salary. Secretly, Manere increased his salary payments and used BAHR funds to pay his personal bills. Collins moved closer to the café and eventually began investigating Manere’s management of the finances. Collins requested records from Manere, but Manere failed to provide complete documentation. Collins pieced together an incomplete financial history of the café and found that Manere had misappropriated almost $200,000. Collins terminated Manere as a BAHR manager, terminated Manere’s son from his café employment, stopped payment on nine checks issued to Manere, and changed the locks on the café. Manere claimed that Collins also stopped Manere’s distributions and refused to provide Manere with BAHR documents when requested. Manere filed suit in state court against Collins and BAHR, asserting, among other claims, that BAHR should be dissolved due to Collins’s oppressive conduct. BAHR counterclaimed, arguing that Manere breached his fiduciary duty. The trial court found in favor of Collins and BAHR on Manere’s claims and BAHR’s counterclaim. Manere appealed the trial court’s decision. The appellate court found that the trial court applied an incorrect statute of limitations to BAHR’s counterclaim and then addressed the oppression claim.