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 a clause in Operating Agreement requiring unanimous approval trumps actual, conflicting past practices. Specifically, the members of an LLC, whose Operating Agreement required unanimous approval to amend the terms of the Operating Agreement, cannot ignore the unanimous approval requirement–even if the LLC on several previous occasions failed to comply with the unanimous approval requirement.