Moultrie v. Wall

Summary

The Alabama Supreme Court reviews a dispute concerning ownership, profit and loss allocations, management authority, and capital contributions in Autauga Automotive, LLC, which operated a Ford dealership. The circuit court found that Wall held a 90% interest in profits and losses, Moultrie held 10%, and Moultrie was divested of his interest after failing to satisfy a capital call. Moultrie appealed those determinations and related procedural rulings.

Holdings

1. The circuit court properly concluded that the August 2009 agreement amended the operating agreement to give Wall a 90% interest and Moultrie a 10% interest in Autauga Automotive's profits and losses. The evidence, including testimony concerning the lost signed writing, established the existence, execution, contents, and loss of the written amendment.
2. Moultrie was not divested of his 10% interest because the operating agreement required a meeting of all members before the company decided that a substantial capital contribution was necessary and members would be required to contribute proportionate amounts to preserve their ownership interests. Wall's unilateral capital call without such a meeting did not comply with the operating agreement.
3. The court declined to consider Moultrie's argument that Autauga Automotive was barred by statute from participating as a party because Moultrie had not presented that specific statutory argument to the circuit court.

Questions Presented

1. Whether the August 2009 agreement validly amended the LLC operating agreement to give Wall a 90% interest and Moultrie a 10% interest in the company's profits and losses.
2. Whether Moultrie was divested of his LLC interest after failing to respond to Wall's September 2012 capital call.
3. Whether Autauga Automotive was barred from participating as a party in the action under the LLC statute.

Disposition

reversed_and_remanded