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The Dunbar Group, LLC v. Tignor

Virginia Supreme Court
593 S.E.2d 216 (2004)


Facts

Edward G. Robertson was the manager and only member of The Dunbar Group, LLC (Dunbar) (plaintiff). Dunbar and Archie F. Tignor (defendant) formed a limited liability company (LLC) called XpertCTI, LLC (Xpert). Tignor was half-owner of X-tel, Inc. (X-tel). Xpert’s operating agreement named Dunbar and Tignor managers. The agreement also set forth the procedure for claiming a member had breached, the right of other members to seek judicial dissolution of the company if a breach was not corrected, and the rule that the dissolution or loss of a member “shall not cause the dissolution of the Company.” Xpert had a three-year contract with Samsung. Robertson and Tignor began to have problems, and Robertson sent a letter indicating that he wanted to stop working together. Xpert, Dunbar, and Robertson filed a complaint against Tignor and X-tel asking that Tignor be dissociated under Virginia Code § 13.1-1040.1(5) for misconduct and mixing Xpert money with X-tel and personal funds. Tignor requested judicial dissolution of Xpert under Virginia Code § 13.1-1047 because it was no longer “reasonably practicable to carry on the business.” The chancellor combined the actions and ordered that Tignor be expelled. The chancellor also ordered that Xpert be dissolved following completion of the Samsung contract. Dunbar appealed the order that Xpert be dissolved to the Virginia Supreme Court.

Rule of Law

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Issue

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Holding and Reasoning (Keenan, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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