Limited Liability Companies. A limited liability company (LLC)

owned a Manhattan apartment building that was sold. The owners of 25 percent of the membership interests in the LLC fi led a lawsuit on behalf of the company (the LLC)—called a derivative suit—claiming that those in majority control of the LLC sold the building for less than its market value and personally profi ted from the deal. The trial court dismissed the suit, holding that the plaintiffs individually could not bring a derivative suit “to redress wrongs suffered by the corporation”

because such actions were permitted only for corporations and could not be brought for a LLC. The appellate court reversed, holding that derivative suits on behalf of LLCs are permitted.
That decision was appealed. A key problem was that the state law governing LLCs did not address the issue. How should such matters logically be resolved? Are the minority owners in an LLC at the mercy of the decisions of the majority owners?
[Tzolis v. Wolff, 10 N.Y.3d 100, 884 N.E.2d 1005 (2008)]