Not many state LLC Acts are like the one Iowa has adopted effective January 1, 2009, but the Illinois statute is very similar. How Illinois courts interpret its LLC law will likely have a great deal of impact on Iowa courts and Iowa LLCs.
Federalpha Steel LLC Creditors' Trust v. Federal Pipe & Steel Corp. et al, 368 B.R. 679 (N.D. Ill. 2006) is worth your time to read. It illustrates how a third party (the court) may interpret provisions of an operating agreement differently than the drafters (the members) intended.
It is a lengthy opinion, but let me give you one example. The operating agreement between two members provided that a member may not "voluntarily withdrawal" and such withdrawal would be considered a wrongful dissociation under the Illinois LLC Act. Most lawyers, I think, would interpret that to mean a unilateral withdrawal.
Not so fast. The two members and the LLC subsequently entered into a Withdrawal Agreement in which one of the members withdrew from the LLC. The court concluded based on the terms of the operating agreement that such withdrawal might be wrongful and even a breach of its fiduciary duty.
-Marc Ward
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