While limited liability company agreements offer members the opportunity to anticipate and address potential issues that may arise in the future, particularly when ownership is equally split, members often fail to take advantage of those opportunities. If things do go wrong, engaging in self-help that does not comply with the terms of a limited liability company agreement can just lead to more problems, as illustrated by the recent decision in Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013).

Grove arose from a successful business relationship that soured. Plaintiffs Mary and Larry Grove started a home health care agency with defendants Melba and Hubert Brown. In December 2009, the Browns and Groves entered into a limited liability company operating agreement that named the Browns and Groves as the four members of Heartfelt Home Health LLC. The operating agreement required that each member make an initial capital contribution of $10,000 and provided that each member owned an equal portion of Heartfelt. Heartfelt was successful and earned a respectable operating profit in its first year. In January 2011, Mary Grove had discussions with the Browns about possibly expanding into Maryland and Southern Delaware. There was conflicting testimony about expansion, with the Browns testifying that they had wanted to focus on the existing business in Delaware but had not outright rejected the possibility of expansion and Mary Grove testifying that the Browns were not interested in expanding the business. The Groves went ahead and formed new home health care agencies in Maryland and Delaware.

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