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Arnsdorff v. Papermill Plaza LLC

Absent the adoption of a development plan, the LLC's obligation to pay leasing commissions to the defendant under Article 10.4 subsection c of the LLC's operating agreement was never triggered.

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This appeal arises from a trial court judgment denying a claim for a leasing commission sought pursuant to the terms of a limited liability company’s operating agreement. Because the trial court correctly ruled that the claimed commission was not due under the terms of the agreement because certain prerequisites, including the adoption of an overall plan for the development of a shopping center, were not met, we affirm.

Papermill Plaza, LLC hereinafter “Plaza” was formed to develop a retail shopping center. The original members of Plaza were Branch Capital Partners, LP hereinafter “Branch” and Papermill Partners, LLP hereinafter “Partners”. Plaza and Branch filed a complaint for declaratory relief against Stephen Arnsdorff, claiming that Partners was dissolved and that Arnsdorff, as former sole member of Partners and purported successor-in-interest, was no longer a member of Plaza. Arnsdorff answered and filed a counterclaim, stating that he is the successor of Partners, that in April 2011 Plaza entered into a lease with Whole Foods Market Group, and that as a result of that lease he is entitled to a commission owed pursuant to Plaza’s operating agreement. After a hearing, the trial court entered final judgment in favor of Plaza and Branch on their complaint for declaratory relief, finding that Arnsdorff has not been a member of Plaza since October 31, 2011. And after denying Arnsdorff’s motion for summary judgment on his counterclaim, the trial court entered final judgment in favor of Plaza and Branch, finding that Arnsdorff is not entitled to the claimed commission. Arnsdorff appeals.

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