Mark E. McDonough v. Patrick M. McDonough & a.

Summary

The New Hampshire Supreme Court affirmed summary judgment for the defendants in a dispute over whether TASC Technical Services, LLC was required to dissolve on September 30, 2015. The court held that TASC's operating agreement and New Hampshire's Limited Liability Company Act permitted a majority of the members to revoke the dissolution or otherwise continue the company. The court declined to address the plaintiff's argument concerning compensation upon withdrawal because it was not preserved for appellate review.

Holdings

1. TASC’s operating agreement did not require dissolution on September 30, 2015 because its provision establishing a twenty-year term also permitted the company to be continued under the further terms of the agreement.
2. Because RSA 304-C:130, III does not specify whether revocation requires a majority or unanimous vote, and neither the Act’s unanimity provisions nor TASC’s operating agreement provided otherwise, a majority of TASC’s members could revoke the dissolution.
3. TASC’s certificate of formation did not independently require the company to dissolve on September 30, 2015; under the Act, dissolution is determined by the operating agreement rather than solely by the duration stated in the certificate.
4. The court declined to address the merits of Mark’s argument that withdrawal would not provide compensation for his membership interest because he failed to preserve that specific argument in the trial court or in a motion for reconsideration.

Questions Presented

1. Whether TASC’s operating agreement required the LLC to dissolve on September 30, 2015.
2. Whether the New Hampshire Revised Limited Liability Company Act permitted a majority of TASC’s members to revoke a dissolution before completion of winding up.
3. Whether TASC’s certificate of formation independently required dissolution after the stated twenty-year duration.
4. Whether Mark preserved his argument that continuation of TASC was unfair because withdrawal would not entitle him to compensation for his membership interest.

Disposition

affirmed