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Pine Creek LLC v. Pine Mount LLC

Factual and legal questions remained as to whether two transfers of partnership interests violated the parties' operating agreement, thereby triggering the dissenter's rights statute.

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Pine Creek, LLC Pine Creek appeals from the trial court’s partial grant of summary judgment to Pine Mount, LLC Pine Mount on Pine Mount’s Third Defense to this dissenter’s rights action initiated by Pine Creek pursuant to OCGA § 14-11-1001 et seq., the Dissenters’ Rights Article of the Georgia Limited Liability Company Act the Act.

Pine Creek asserts four enumerations of error. The first and fourth are that the trial court erred in granting summary judgment to Pine Mount on its Third Defense and that the trial court erred in denying Pine Creek’s motion to strike or dismiss Pine Mount’s Third Defense. Both obviously address the same issue. The second enumeration is that the trial court erred in concluding that Pine Creek violated the Operating Agreement, one of the legal bases upon which the trial court granted summary judgment on the third defense. The third enumeration is that the trial court erred in dismissing the petition to allow Pine Mount to pursue a private right of action for damages, because Pine Creek’s limited liability action complied with all relevant statutory and contractual requirements, the converse of the second enumeration of error. In summary, there are two issues before the Court: 1 whether the trial court erred in concluding that the Operating Agreement was violated, and 2 whether the trial court erred in granting summary judgment on Pine Mount’s Third Defense, thereby allowing its pursuit of causes of action other than dissenters’ rights.

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