Meads v. Driggers

Summary

The California Court of Appeal affirmed an order striking a cross-complaint under the anti-SLAPP statute. The court held that the cross-complaint arose from the plaintiffs’ protected activity of seeking judicial dissolution of a limited liability company, and that the operating agreement’s purported waiver of the statutory right to seek judicial dissolution was unenforceable under the Beverly-Killea Limited Liability Company Act.

Holdings

1. The cross-complaint arose from protected petitioning activity because its claims were based on the Meadses' filing of a judicial-dissolution claim.
2. Driggers and Afterburner, LLC could not establish a probability of prevailing because both cross-claims were based on an unlawful, void, and unenforceable waiver provision.
3. Under the Beverly-Killea Limited Liability Company Act, an operating agreement may not vary or waive a member's right to seek judicial dissolution in the circumstances identified in former Corporations Code section 17351.
4. The anti-SLAPP motion was properly granted and the cross-complaint properly stricken.

Questions Presented

1. Whether the cross-complaint arose from the Meadses' protected activity of filing a claim for judicial dissolution.
2. Whether Driggers and Afterburner, LLC could establish the requisite probability of prevailing on their breach of contract and breach of fiduciary duty claims.
3. Whether the Beverly-Killea Limited Liability Company Act permitted LLC members to waive their statutory right to seek judicial dissolution under the circumstances identified in former Corporations Code section 17351.

Disposition

affirmed