After Hurricane Katrina, James, Pat, Marquetta, and Mike formed Bluewater Logistics, LLC, to bid on construction contracts. Under Mississippi law, every member of a member-managed LLC is entitled to participate in managing the business. The operating agreement provided for a “super majority” 75% vote to remove a member who “has either committed a felony or under any other circumstances that would jeopardize the company status” as a contractor. After Bluewater had completed more than $5 million in contracts, Marquetta told James that she, Pat, and Mike were exercising their “super majority” vote to fire him. No reason was provided. James sued Bluewater and the other members.
Did the other members breach the state LLC statute, their fiduciary duties, or the LLC operating agreement?
