Clause in Operating Agreement requiring unanimous approval trumps actual past practices that were not unanimously approved in compliance with that clause.

 A minority owner of an LLC prevailed against the majority owners who tried to dilute the minority owner’s percentage ownership of the LLC by issuing additional membership interests without the minority owner’s approval.

In Lengyel-Fushimi v. Bellis (Kings Supt. Ct. Index No. 512764/2021), the Court held that the members of an LLC, whose Operating Agreement required unanimous approval to amend the terms of the Operating Agreement, cannot ignore that unanimous approval requirement–even if the LLC on several previous occasions failed to comply with the unanimous approval clause.