1. Based on the court’s decision, what specific rights did Lieberman lose when he withdrew as a member of the LLC?
2. What kind of language and methodology could be included in an operating agreement that could have prevented this dispute?
Lieberman was a member and employee of Wyoming.com, LLC, with a $20,000 ownership stake, but was terminated as an employee following a dispute occurring four years after formation. Lieberman served the LLC with a “notice of withdrawal” and demanded that the LLC pay for Lieberman’s “share of the company” in the amount of $400,000. The LLC held a vote in which they accepted Lieberman’s withdrawal, but offered him only $20,000 because that was his initial ownership stake. Lieberman rejected the $20,000 offer and the LLC filed suit asking for a declaratory judgment of its rights against Lieberman because the operating agreement was silent on the issue of dissociation.