my company is dissolved and its affairs are wound up usually because of the -ace of an event specified in the articles of the organization to bring about the dissolu- con of the company or by the consent of all the members. In re 1545 Ocean Avenue, LLC is a case in which the members of an LLC did not contemplate how things could go wrong, how disputes could be resolved, and when a termination could be triggered. IN RE 1545 OCEAN AVENUE, LLC Supreme Court, Appellate Division, Second Department, New York, 893 N. Y.S.2d 590 (2010) Case Background 1545 Ocean Avenue LLC was formed for a real estate development. It was owned Thus, the dissolution of a limited liability company 50-50 by two companies, Ocean Suffolk and Crown under LLCL 702 is initially a contract-based analysis. ... Royal, which each had a membership certificate in Here, a single manager's unilateral action in 1545. The operating agreement contained no provi- furtherance of the business of 1545 LLC is specifically sions relating to dissolution of the LLC. contemplated and permitted. Article 4.1 of the 1545 Two managers were appointed; Crown Royal LLC Operating Agreement states: appointed King and Ocean Suffolk appointed Van Houten At any time when there is more than one Man- to operate 1545. As work progressed, King and Van ager, any one manager may take any action per- Houten argued over the project. King announced that mitted under the Agreement, unless the approval Crown Royal wanted to pull out of 1545 and sued for work of more than one of the Managers is expressly to stop and the LLC to be dissolved. The trial court granted required pursuant to the Agreement or the Act. those requests. Van Houten and Ocean Suffolk appealed. This provision does not require that the managers conduct the business of 1545 LLC by majority vote. Case Decision Austin, Judge It empowers each manager to act autonomously and to unilaterally bind the entity in furtherance of the busi- * * ness of the entity. The 1545 LLC operating agreement, LLCL [Limited Liability Company Law] $ 702 pro- however, is silent as to the issue of manager conflicts. Thus, the only basis for dissolution can be if 1545 LLC vides for judicial dissolution as follows: cannot effectively operate under the operating agree- On application by or for a member, the Supreme ment to meet and achieve the purpose for which it was Court in the judicial district in which the office created. In this case, that is the development of the of the limited liability company is located may property which purpose, despite the disagreements decree dissolution of a limited liability company between the managing members, was being met.... whenever it is not reasonably practicable to carry Upon a review of the evidence submitted, we conclude on the business in conformity with the articles of that the Supreme Court did not providently exercise its organization or operating agreement. ... discretion in granting the petition for dissolution. Thus, LLCL 702 is clear that unlike the judicial dissolu- the order of the Supreme Court should be reversed, the tion standards in the Business Corporation Law and petition denied, and the proceeding dismissed. the Partnership Law, the court must first examine the limited liability company's operating agreement to Questions for Analysis determine, in light of the circumstances presented, 1. The unhappy member, King (Crown Royal), cannot whether it is or is not "reasonably practicable" for the get out of the LLC this way. What options exist? limited liability company to continue to carry on its 2. What should the members have done differently business in conformity with the operating agreement. when they set up 1545 LLC