William C. Styslinger III v. Brewster Park, LLC, et al., 321 Conn. 312

Summary

The Connecticut Supreme Court held that an assignee of a membership interest in a Connecticut limited liability company lacks standing to seek a judicial winding up of the company’s affairs in the absence of a dissolution. The court concluded that the Connecticut Limited Liability Company Act links winding up to dissolution and does not permit an assignee to trigger that process independently. The court affirmed dismissal of the plaintiff’s complaint, including because the complaint did not specifically request other relief such as money damages.

Holdings

1. An assignee of a membership interest in a Connecticut LLC lacks standing to seek a court-ordered winding up of the LLC's affairs unless an event of dissolution has occurred.
2. Common-law and equitable principles do not confer standing to seek winding up when the Connecticut Limited Liability Company Act displaces those principles by expressly limiting the rights of assignees.
3. A general request for such other and further relief is too amorphous to constitute a specific claim for money damages where the complaint expressly seeks dissolution and winding up.

Questions Presented

1. Whether an assignee of a membership interest in a Connecticut limited liability company has standing under the Connecticut Limited Liability Company Act to seek a court-ordered winding up of the LLC's affairs when no dissolution has occurred.
2. Whether an assignee may rely on common-law or equitable principles to obtain a winding up despite statutory provisions limiting the assignee's role.
3. Whether the plaintiff's general request for such other and further relief sufficiently pleaded a claim for money damages or other relief apart from dissolution and winding up.

Disposition

affirmed