Colborne Foodbotics LLC (plaintiff) obtained a money judgment against Boulder Partnership, LLC. Michael Weinstein and Kenneth Major (defendants) were Boulder’s only members. Further, Weinstein and Major were the shareholders of Boulder’s two manager corporations (managers). The managers authorized a distribution of all of Boulder’s assets to its members, Weinstein and Major. The distribution rendered Boulder unable to pay the judgment owed to Colborne. Colborne sued Weinstein and Major, alleging that the distributions were unlawful. The trial court granted the defendants’ motion to dismiss. The court of appeals reversed. The defendants appealed.