IN THE COURT OF APPEALS OF NORTH CAROLINA
No. COA25-414
Filed 21 October 2026
Alexander County, No. 23CVS000399-010
JACK ISSAC BRINKLEY, Plaintiff,
v.
MJM WILDLIFE, LLC, Defendant.
Appeal by Plaintiff from order entered 28 January 2025 by Judge L. Todd
Burke in Alexander County Superior Court. Heard in the Court of Appeals 19
November 2025.
Clodfelter Law, PLLC, by Attorney Christina Clodfelter, for plaintiff-appellant.
Bell, Davis & Pitt, P.A., by Attorneys Carson D. Schneider and Alan M. Ruley,
for defendant-appellee.
STADING, Judge.
This case concerns an action for judicial dissolution of a North Carolina limited
liability company (“LLC”). Jack Brinkley (“Plaintiff”) is one of three members of MJM
Wildlife, LLC (“Defendant”), which is a closely held family entity that owns real
property located on Lake Norman. After motions for summary judgment were heard,
the trial court dismissed the action. For the reasons below, we affirm.
BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
I. Factual and Procedural Background
On 12 September 2023, Plaintiff filed a complaint seeking judicial dissolution
of Defendant, which is a North Carolina limited liability company with three
members, one of which is Plaintiff. The complaint alleged that Defendant’s sole asset
was a parcel of real property consisting of 6.2520 acres (the “Property”). While
asserting that surrounding properties contain a variety of uses, the complaint
maintained that Defendant’s Property was not actively being used for “any significant
productive use.” The complaint also provided that Defendant does not generate any
cash flow or earn income from the Property but instead incurs costs to maintain its
sole asset. The complaint alleged that members were required to make capital
contributions to cover the Property’s expenses. According to the complaint, the
members have been unable to agree on how to both use the Property and continue to
provide capital to maintain it.
Additionally, the complaint alleged the following:
13. That Plaintiff Jack Brinkley is unable to
productively use the property . . . in any productive way as
the other members refuse to subdivide the property or
change the nature and use of the property in any way.
14. That Plaintiff Jack Brinkley does not want to
continue to allow the property to be used in a manner that
is [sic] contrary to the property’s highest and best use, in a
manner that requires members to make annual capital
contributions to maintain the property, and produces no
monetary benefit to ownership of the property.
-2-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
15. That Plaintiff has sought a buy-out of his interest in
the LLC or a partition of the property such that Plaintiff
would solely own a portion of the property.
18. That Plaintiff’s interest in the Defendant LLC is
being harmed because Defendant’s sole asset continues not
to be used according to its highest and best use and in a
manner that the asset produces no monetary benefit.
19. That there is no reasonable alternative to judicial
dissolution as the other members of the LLC have refused
to purchase Plaintiff’s interest for the fair market value of
Plaintiff’s interest or partition the property that is the
LLC’s sole asset.
20. That liquidation of the Defendant LLC is reasonably
necessary to protect the rights of Plaintiff.
21. That liquidation of the Defendant LLC is necessary
to prevent the LLC’s single asset from being wasted.
22. That fairness and equity require that the LLC be
dissolved.
On 19 October 2023, Defendant filed an answer and a motion to dismiss, which
was later denied. On 20 December 2024, Defendant filed a motion for summary
judgment and an affidavit from Matthew McPherson, who was a “member and the
manager of MJM Wildlife, LLC.” Mr. McPherson’s affidavit attached Defendant’s
operating agreement as “Exhibit A.” In support of its motion for summary judgment,
Defendant pointed to “the pleadings, depositions, written discovery responses,
answers to interrogatories, and admission on file.”
-3-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
On 6 January 2025, Plaintiff also filed a motion for summary judgment.
Plaintiff’s motion for summary judgment stated it relied on: “1. Plaintiff’s Responses
to Defendant’s First Set of Interrogatories, Request for Production of Documents, and
Request for Admissions[;] 2. Defendant’s Responses to Plaintiff’s First Set of
Interrogatories and Request for Production of Documents[;] 3. Deposition of Jack
Brinkley[;] Deposition of Jennifer Brinkley[;] [and] 5. Affidavit of Jack Brinkley[.]”
On 17 January 2025, Defendant moved to strike portions of Plaintiff’s affidavit on the
grounds that it did not contain statements of “fact” based on “personal knowledge.”
Both motions for summary judgment and the motion to strike were set to be
heard on 27 January 2025. On 23 January 2025, in addition to Plaintiff’s own
affidavit, Plaintiff submitted an affidavit of Tim Cress, an appraiser, with an
attached appraisal report. Likewise, before the hearing, Defendant filed the
following: (1) an affidavit of Jason Albert Walser, who was a friend and advisor of the
LLC creator; (2) a supplemental affidavit of Mr. McPherson, the sole managingmember of the LLC; (3) an affidavit of Molly McPherson Weathers, the third member
of the LLC; (4) an affidavit of Damon C. Bidenscope, an appraiser, with an attached
appraisal; and (5) an affidavit of William T. Duffy, an appraiser, with an attached
appraisal report.
On 27 January 2025, the hearing began as follows:
THE COURT: Good morning. What motion is this?
-4-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
[DEFENDANT’S COUNSEL]: Your Honor, we have
cross-motions for summary judgment. Plaintiff filed a
motion in January. We represent the defendant, we filed in
December. We also have a motion to strike an affidavit.
THE COURT: All right.
Defendant’s counsel then began by recounting that:
The defendant LLC was formed in 2011 by Albert
Schneider to own a piece of real estate on Lake Norman.
He gifted three equal membership interests to his
grandchildren in 2011. The LLC has the same three
members today; Matt, Molly, and Jack.
Matt is the sole manager. The plaintiff, Jack
Brinkley, is one of the grandchildren. . . . He owns onethird share, just like his cousins.
During its argument at the hearing, Defendant’s counsel contended that the
operating agreement governed. According to Defendant, the operating agreement
provided that “[t]he purpose and business of the company shall be to engage in the
ownership, possession, enjoyment of real property, specifically including, but not
limited to, the 6.25-acre parcel.” With that, Defendant’s counsel maintained that
Plaintiff failed to show that “ownership, possession, and enjoyment means anything
other than their common meanings[ ] . . . . And other evidence in the record shows
that Mr. Schneider’s purpose in creating the LLC, and gifting membership interests
to his grandchildren, was to preserve the property for future generations.”
Pointing to Jennifer Brinkley’s deposition, Defendant asserted that, at the
time of the LLC creation, Plaintiff’s mother signed the operating agreement on behalf
-5-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
of Plaintiff, who was a minor at the time, in her capacity as a custodian under the
North Carolina Uniform Transfers to Minors Act. During Mrs. Brinkley’s deposition,
she admitted to understanding that when she signed the operating agreement, she
agreed on Plaintiff’s behalf that Plaintiff would be “bound by and perform all the
terms of the operating agreement.” Further, Defendant noted that Plaintiff admitted
that the operating agreement is a contract that “binds the parties.” Once again
turning to the operating agreement, Defendant explained that:
The purpose is ownership, possession, and enjoyment of
real property. Matt is the sole manager. Members don’t get
to manage the company. The property cannot be sold or
subdivided without consent of all of the members. And, as
we just saw, Matt, Molly, Jack, and his mother all signed
and agreed to the terms of the operating agreement.
[Plaintiff] confirmed in his deposition that he
understood the property couldn’t be sold without the
consent of all the members. In addition, he confirmed that
he was not the manager and he did not make business
decisions for the company.
So where does this lawsuit come from, Your Honor?
We found this email in discovery. It’s from [Plaintiff’s]
mother in March of 2023 to [Plaintiff’s counsel] and a
person at Wells Fargo. She says, “I’m heading to Arlington
to look at a condo with Jack. If I purchase it, proceeds from
the lake property will reimburse me.”
That is what this lawsuit is all about, Your Honor.
[Plaintiff] wants to dissolve the LLC and have that real
property sold to pay his mother back for his $850,000
condominium in Arlington, Virginia. And we took
[Plaintiff] through this in his deposition, and he confirmed
it.
-6-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
[Plaintiff] was asked, “did you look at the condos
with your mother in Arlington?”
“Yes.”
“Did you end up buying that condo?”
“Yes.”
“And did your mother give you money to buy that
condo?”
“A loan, yes.”
“So she loaned you money to buy this condo, and you
have an understanding that this is a loan that you will
have to pay her back?”
“Correct.”
Now, in the email, she says, “Proceeds from the lake
property will reimburse me.”
“Yeah.”
“Is that her plan or your plan or some combination?”
“A combination.”
“When did you guys make that plan?”
“Around the time we bought the condo.”
And continuing, [Plaintiff] was asked, “so as you sit
here today, it’s your intent to use the proceeds from the sale
of the lake property to pay back the loan your mother gave
you?”
Answer: “Correct.”
So that’s why we have this lawsuit, Your Honor.
[Plaintiff’s] mother loaned [Plaintiff], age 26, $850,000 to
buy a condo in Arlington, Viriginia. And [Plaintiff] now
-7-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
wants to dissolve the LLC and sell the property to pay his
mother back. [Plaintiff’s] mother confirmed that plan.
The following colloquy occurred when the trial court asked whether Plaintiff
“even want[s] to be part of this LLC anymore? Does he still want to own an interest
in it?”:
[DEFENDANT’S COUNSEL]: No, he wants it dissolved,
property sold.
THE COURT: Well, why couldn’t the other members just
not buy his interest out?
[DEFENDANT’S COUNSEL]: They’ve tried.
THE COURT: What does that mean?
[DEFENDANT’S COUNSEL]: It means they haven’t been
able to agree on a price.
The trial court then heard from Plaintiff’s counsel. Plaintiff’s counsel began
by stating that Plaintiff is from Iredell County, is currently in graduate school at
George Mason, and has no intention on returning to Iredell County. Plaintiff’s
counsel then asserted that Plaintiff “doesn’t want to own [the Property] anymore. He
wants to put his money in something else. He doesn’t want to be held hostage owning
something that he doesn’t have an interest in.” The trial court responded that:
He’s just going to have to be patient. But if they don’t want
to buy his interest out, that’s not the purpose of dissolution,
just because he doesn’t want to own interest in it anymore,
ma’am. Unless you can point me to some law to that effect,
I’ll hear that. I know what the law is, I don’t – I understand
what the facts are.
Plaintiff’s counsel then contended that:
-8-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
[T]here are expenses associated with the Property, that
include property taxes, insurance, and the Secretary of
State expenses. And every year, Mr. McPherson, who’s the
sole manager of the property has sent an email. And he has
requested funds from Mr. Brinkley in his capacity as the
manager of the LLC. And he’s requested between –
typically, somewhere between $3500 and $4,000 because
this LLC has expenses. And so, every year [Plaintiff] is
being asked to contribute financially to something that he
doesn’t have an interest in.
From there, Plaintiff maintained that according to the operating agreement,
the LLC is a business. Plaintiff then argued that according to federal case law, a
“business is not just owning land. Owning land and paying taxes is not business.”
The trial court engaged in following colloquy:
THE COURT: Do you have a case that if one party no
longer wants interest in an LLC, they can force the other
members of the LLC to purchase it? Do you have a case
that dictates that? Because that’s what the facts are.
[PLAINTIFF’S COUNSEL]: Judge, I have the -- I have two
cases that I cited --THE COURT: Yeah. But --[PLAINTIFF’S COUNSEL]: -- but I don’t think--THE COURT: Do you have a case as to which I’ve just
described? Do you have a case that stands for that
proposition, that they could be forced to buy his interest
just because -- or the LLC can be dissolved just because
[Plaintiff] no longer wants to have interest in it?
[PLAINTIFF’S COUNSEL]: What I have, Judge, is not that
-- not in those terms. What I have is the Meiselman case,
and also another case that looks at those two statutory
grounds and talks about when those two statutory grounds
and the requirements of those grounds are met. And so,
-9-BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
does it specifically say if one person wants his ownership
interest to be sold? That’s not the case Judge.
Plaintiff’s counsel then argued that the operating agreement in this case
cannot be followed because there is no business and no source of income to pay
expenses. It was also emphasized that the members cannot agree on the use of the
Property. Specifically, Plaintiff’s counsel asserted that Plaintiff wishes to use the
Property in a productive manner, rather than merely recreational use that generates
no income and is “sitting there incurring expenses that have to be paid.” By
attempting to analogize the LLC to a corporation, Plaintiff’s counsel then argued that
judicial dissolution is reasonably necessary to protect Plaintiff’s interest.
At the end of Plaintiff’s argument, the hearing concluded as follows:
THE COURT: All right. I get the picture.
So, Counsel, this seems like this is beyond just a
disagreement. It seems like they’re deadlocked as to what
to do with the property. Is there a plan to develop the
property? What do they do with the property? Why – how
far are they apart as far as you try to divide this interest?
What are they doing so that they don’t have to use their
personal income to pay these taxes, rather than there being
some business on the property that would pay the business
expense related to the LLC?
[DEFENDANT’S COUNSEL]: Yeah. There is no deadlock,
Your Honor, because it is a three-member LLC, and two of
the three agree that it should be used just exactly as the
operating says it should be used; enjoyed by the family,
possessed by the family, not sold.
The operating agreement talks about developing it
and says, sure, you can develop it, sell it, partition it, divide
- 10 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
it, if everybody agrees. But it takes a unanimous
agreement from every person. That is not here. If I could
respond to just a couple of --THE COURT: Sure.
[DEFENDANT’S COUNSEL]: -- the things that
[Plaintiff’s] counsel said.
She said that there is no source of income to pay the
expenses. Well, here is the affidavit of Matt McPherson.
Molly submitted a similar affidavit. As you will see, it says
the annual expenses of property taxes, the filing fee for the
annual report, insurance, and electricity. Every year from
2011 to 2022, Your Honor, the members voluntarily paid a
third of the expenses, including [Plaintiff].
Then in 2023 when [Plaintiff] bought the condo,
[Plaintiff] decided he didn’t want to pay a third. And so you
know what has happened, they’ve paid it. Matt and Molly
have paid it. The company has gone on operating just like
it has since 2011, so there’s no --THE COURT: All right. I’m going to allow your motion to
suppress and deny your motion to suppress. If you will
prepare an order, Counsel.
[DEFENDANT’S COUNSEL]: I have an order, Your
Honor.
THE COURT: All right.
[DEFENDANT’S COUNSEL]: And on the motion to strike,
Your Honor, I just said, “The Court has not considered
inadmissible portions of the affidavit of [Plaintiff]. And
accordingly, defendant’s motion to strike that affidavit is
denied as moot.”
THE COURT: So noted. Thank you, Counsel.
[DEFENDANT’S COUNSEL]: Thank you, Your Honor.
Plaintiff timely appealed.
- 11 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
II. Analysis
On appeal, Plaintiff contends that the trial court erred by granting summary
judgment for Defendant and against Plaintiff. Further, Plaintiff contends that the
trial court erred by entering an order inconsistent with judgment rendered in open
court. That is, Plaintiff maintains that the trial court erred by ordering summary
judgment when, at the hearing, the trial court stated: “I’m going to allow your motion
to suppress and deny your motion to suppress.” For the reasons below, we conclude
that both contentions are meritless.
A. Summary Judgment
First, Plaintiff argues that the trial court erred by granting summary judgment
for Defendant and against Plaintiff. Specifically, Plaintiff maintains the trial court
erred because it is not practicable to conduct the LLC in conformity with the
operating agreement. Plaintiff also maintains that liquidation is necessary to protect
his rights and interests. We address each contention in turn.
This case presents cross-motions for summary judgment. N.C. Gen. Stat. § 1A1, Rule 56 (2025) provides the rules and procedures pertaining to summary judgment
in North Carolina. Rule 56 states that summary judgment “shall be rendered
forthwith if the pleadings, depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any, show that there is no genuine issue as to any
material fact and that any party is entitled to a judgment as a matter of law.” N.C.
Gen. Stat. § 1A-1, Rule 56(c) (2025).
- 12 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
“[A] fact is ‘material’ if it would constitute or irrevocably establish any material
element of a claim or a defense.” Lowe v. Bradford, 305 N.C. 366, 369, 289 S.E.2d
363, 366 (1982). On the other hand, “[a] ‘genuine issue’ is one that can be maintained
by substantial evidence.” Dobson v. Harris, 352 N.C. 77, 83, 83, 530 S.E.2d 829, 835,
835 (2000) (quoting Kessing v. Nat’l Mortg. Corp., 278 N.C. 523, 534, 180 S.E.2d 823,
830 (1971)); see generally DeWitt v. Eveready Battery Co., 355 N.C. 672, 681, 565
S.E.2d 140, 146 (2002) (“Substantial evidence is such relevant evidence as a
reasonable mind might accept as adequate to support a conclusion and means more
than a scintilla or a permissible inference[.]” (citation modified)).
“The party moving for summary judgment bears the burden of bringing forth
a forecast of evidence which tends to establish that there is no triable issue of material
fact.” Creech v. Melnik, 347 N.C. 520, 526, 495 S.E.2d 907, 911 (1998); see also Liberty
Mut. Ins. Co. v. Pennington, 356 N.C. 571, 579, 573 S.E.2d 118, 124 (2002) (“The party
seeking summary judgment bears the initial burden of demonstrating the absence of
a genuine issue of material fact.” (citation omitted)). “The movant is entitled to
summary judgment . . . when only a question of law arises based on undisputed
facts.” Daughtridge v. Tanager Land, LLC, 373 N.C. 182, 186, 835 S.E.2d 411, 415
(2019) (quoting Ussery v. Branch Banking & Tr., 368 N.C. 325, 335, 777 S.E.2d 272,
278 (2015)); see also Parkes v. Hermann, 376 N.C. 320, 323, 852 S.E.2d 322, 324
(2020). Indeed, the purpose of summary judgment “is to eliminate formal trials where
only questions of law are involved.” Kessing, 278 N.C. at 534, 180 S.E.2d at 830.
- 13 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
The showing required for summary judgment “may be accomplished by proving
an essential element of the opposing party’s claim does not exist, cannot be proven at
trial, or would be barred by an affirmative defense, or by showing through discovery
that the opposing party cannot produce evidence to support an essential element of
her claim.” Dobson, 352 N.C. at 83, 530 S.E.2d at 835; see also Bernick v. Jurden, 306
N.C. 435, 440–41, 293 S.E.2d 405, 409 (1982). “Generally[,] this means that on
‘undisputed aspects of the opposing evidential forecast,’ where there is no genuine
issue of fact, the moving party is entitled to judgment as a matter of law.” Lowe, 305
N.C. at 369, 289 S.E.2d at 366 (citation omitted).
That said, “all inferences of fact . . . must be drawn against the movant and in
favor of the party opposing the motion.” Caldwell v. Deese, 288 N.C. 375, 378, 218
S.E.2d 379, 381 (1975) (citations omitted). In other words, “[t]he court must view the
evidence presented by both parties in the light most favorable to the nonmoving
party.” Wilmington Star-News v. New Hanover Reg’l Medical Ctr., 125 N.C. App. 174,
178, 480 S.E.2d 53, 55 (1997) (citation omitted).
When “the moving party meets this burden, the non-moving party must in turn
either show that a genuine issue of material fact exists for trial or must provide an
excuse for not doing so.” Lowe, 305 N.C. at 369, 289 S.E.2d at 366. If a motion for
summary judgment is made and supported as provided in Rule 56:
[A]n adverse party may not rest upon the mere allegations
or denials of his pleading, but his response, by affidavits or
as otherwise provided in this rule, must set forth specific
- 14 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
facts showing that there is a genuine issue for trial. If he
does not so respond, summary judgment, if appropriate,
shall be entered against him.
N.C. Gen. Stat. § 1A-1, Rule 56(e) (2025). But “[i]f the moving party fails to meet his
burden, summary judgment is improper regardless of whether the opponent
responds. The goal of this procedural device is to allow penetration of an unfounded
claim or defense before trial.” Lowe, 305 N.C. at 369, 289 S.E.2d at 366 (citation
omitted). Similarly, “[i]f there is any question as to the credibility of witnesses or the
weight of evidence, a summary judgment should be denied[.]” Kessing, 278 N.C. at
535, 180 S.E.2d at 830 (citation omitted).
“The standard of review of an appeal from summary judgment is de novo.”
Morrell v. Hardin Creek, Inc., 371 N.C. 672, 680, 821 S.E.2d 360, 366 (2018); see also
Forbis v. Neal, 361 N.C. 519, 524, 649 S.E.2d 382, 385 (2007). “Likewise, whether
the language of a contract is ambiguous is a question of law to be reviewed de novo.”
Morrell, 371 N.C. at 680, 821 S.E.2d at 366; see generally N. Carolina State Bar v.
Merrell, 243 N.C. App. 356, 370, 777 S.E.2d 103, 114 (2015) (“An operating agreement
is a contract[.]”). “ ‘Under a de novo review, the court considers the matter anew and
freely substitutes its own judgment’ for that of the lower tribunal.” Craig v. New
Hanover Cnty. Bd. of Educ., 363 N.C. 334, 337, 678 S.E.2d 351, 354 (2009) (citations
omitted). Again, “[a] ruling on a motion for summary judgment must consider the
evidence in the light most favorable to the non-movant, drawing all inferences in the
non-movant’s favor.” Morrell, 371 N.C. at 680, 821 S.E.2d at 366. However, as
- 15 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
judicial dissolutions are discretionary, we review the trial court’s decisions to dissolve
an LLC for abuse of discretion. See Chisum v. Campagna, 376 N.C. 680, 699, 855
S.E.2d 173, 187 (2021). Under this standard, the trial court will not be overturned
for an abuse of discretion “in the absence of a showing that its ruling was manifestly
unsupported by reason and could not have been the result of a reasoned decision.”
Id.
In this case, Plaintiff sought judicial dissolution of an LLC. With respect to
judicial dissolution, the North Carolina Limited Liability Company Act (the “Act”)
provides that: “If after a hearing the court determines that one or more grounds for
judicial dissolution described in G.S. 57D-6-02 exist and the alternative to judicial
dissolution under G.S. 57D-6-03(d) is not applicable, it may enter a decree dissolving
the LLC . . . .” N.C. Gen. Stat. § 57D-6-05(a) (2025) (emphasis added). As discussed,
the ultimate decision to judicially dissolve an LLC is discretionary and thus is
reviewed for abuse of discretion. See Chisum, 376 N.C. at 699, 855 S.E.2d at 187.
Turning to the grounds for judicial dissolution, the Act provides that:
The superior court may dissolve an LLC in a proceeding
brought by either of the following:
(1) The Attorney General, if it is established that (i)
the LLC obtained its articles of organization through fraud
or (ii) the LLC continued to exceed or abuse the authority
conferred on it by law 20 or more days after the date the
Attorney General delivered to the LLC written notice of the
LLC’s unauthorized acts.
- 16 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
(2) A member, if it is established that (i) it is not
practicable to conduct the LLC’s business in conformance
with the operating agreement and this Chapter or (ii)
liquidation of the LLC is necessary to protect the rights and
interests of the member.
N.C. Gen. Stat. § 57D-6-02 (2025).
As discussed, Plaintiff asserts it is not practicable to conduct the LLC in
conformity with the operating agreement and that liquidation is necessary to protect
his rights and interests. We therefore consider both N.C. Gen. Stat. § 57D-6-02(2)(i)
and (ii).
1. Practicability of Conducting the LLC
With respect to whether “it is not practicable to conduct the LLC’s business in
conformance with the operating agreement,” the North Carolina Supreme Court has
held that “ ‘not practicable,’ as used in N.C.G.S. § 57D-6-02(2)(i), means unfeasible.”
N.C. Gen. Stat. § 57D-6-02(2)(i); James H.Q. Davis Tr. v. JHD Props., LLC, 387 N.C.
19, 26, 910 S.E.2d 652, 658 (2025). In doing so, the Court elaborated that
“ ‘practicable’ is synonymous with ‘feasible’ and does not mean simply ‘possible.’
Something may be possible but not feasible without extra time or resources in a
certain circumstance. By that same logic, ‘not practicable’ is synonymous with
‘unfeasible’ and does not mean ‘impossible.’ ” Id.
After reviewing persuasive authority, the Court adopted the following factors
to determine whether it is “not practicable” for the
managers to continue operating [an] LLC[ ] . . . : (1)
whether the management of the company is unable or
- 17 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
unwilling to work together to reasonably engage in or
promote the purpose for which the company was formed;
(2) whether there is deadlock between the managers [or
members within a member-managed LLC]; (3) whether the
operating agreement provides a means of navigating
around such deadlock; (4) whether, due to the company’s
financial position, there is still a business to operate; (5)
whether continuing the company is financially feasible;
and (6) whether a member or manager has engaged in
misconduct.
Id. at 29, 910 S.E.2d at 660. Notably, courts “are not constrained by any one factor
and do not need to find that all of these factors apply to conclude that it is ‘not
practicable’ to operate an LLC in accordance with its operating agreement.” Id.
Instead, the Court noted that these factors should be weighed “to determine if judicial
dissolution is an appropriate remedy.” Id.
In James, a father established four trusts, one for each of his sons, and two
LLCs as part of his estate plan. Id. at 20, 910 S.E.2d at 655. The LLCs owned
approximately 68 acres of undeveloped land. Id. Each trust owned a 25% interest in
both LLCs, and two of the brothers served as the LLCs’ managers. Id. “Under the
nearly identical operating agreements . . . , neither LLC [could] take binding action
without a majority of the managers coming to an agreement.” Id. Thus, the operating
agreements “effectively require[d] unanimous agreement of the two managers.” Id.
Additionally, the operating agreement provided that “[t]he purpose and business of
the LLCs shall be to engage in the purchase, development, rental, ownership and sale
- 18 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
of real property and in any other lawful business for which the limited liability
companies may be organized under the Act.” Id. at 20–21, 910 S.E.2d at 655.
The two managers disagreed on the use and disposition of the property held
within the LLCs. Id. at 21, 910 S.E.2d at 655. One manager along with the two other
members wished to sell the property, while the other manager consistently opposed
selling to any outside party. Id. at 21, 910 S.E.2d at 656. The opposing manager
believed that he had no obligation to consider or approve a sale and instead urged the
LLCs to “ ‘stay the course with their existing businesses, consider new or additional
types of business activities, or that the LLCs should negotiate a deal’ for him to
purchase the [p]roperty.” Id. The manager who wished to sell sought judicial
dissolution under N.C. Gen. Stat. § 57D-6-02(2)(i). Id. at 22, 910 S.E.2d at 656. After
cross-motions for summary judgment were filed, the trial court granted plaintiffs’
motion since
the managers of the LLCs were unable to agree “on the use
or disposition of the Property and were unable to reach
agreement for at least three years, that there was no
mechanism in the [o]perating [a]greements to break the
deadlock, that the LLCs had not conducted any
economically useful activity since 2004, and that there was
no way for the LLCs to conduct any business, realize any
profit, or dispose of any assets so long as the unbreakable
deadlock persisted.” Based on these findings, the Business
Court concluded that it was not practicable to conduct the
LLCs’ business in conformance with the [o]perating
[a]greements, and therefore, judicial dissolution was
appropriate.
Id. at 22–23, 910 S.E.2d at 656–57 (citation modified).
- 19 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
The North Carolina Supreme Court held that “[t]he absence of a mechanism to
break the managerial deadlock present . . . made it “not practicable” for the managers
to operate the LLCs in accordance with the [o]perating [a]greements.” Id. at 33, 910
S.E.2d at 663. First, the Court agreed with the trial court that the operating
agreements showed the property “was to be used as an active real estate business in
order to maximize its value.” Id. at 30, 910 S.E.2d at 661. It reasoned that the
operating agreement’s active language providing “ ‘purchase, development, rental,
ownership and sale’ clearly demonstrate that the estate plan was intended to be used
to provide monetary value . . . through an active real estate business.” Id. The Court
further reasoned that “[f]or these LLCs to engage in active use of the [p]roperty, there
must at least be an opportunity for the LLCs to develop, rent, sell, or otherwise make
use of the land.” Id. After reviewing the record, the Court concluded the evidence
demonstrates that management “is unable or unwilling to work together to
reasonably engage in or promote the purpose for which the company was formed”;
that although both managers expressed a desire to resolve their disagreement, their
actions prove otherwise with a resulting deadlock; and that the operating agreements
“provide[d] no mechanism to break this deadlock” especially given its requirement of
unanimous consent which placed the managers at an unbreakable impasse. Id. at
33, 910 S.E.2d at 662–63.
Likewise, in Chisum, the North Carolina Supreme Court affirmed the
dissolution of an LLC with the following findings of fact:
- 20 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
a. The [defendants] and [the plaintiff] had no direct
contact or communications with one another from
approximately October of 2010, when [the plaintiff]
walked out of the [members meeting of a third LLC],
and the filing of [the] lawsuit in July 2016.
b. The [defendants] treated [the plaintiff] as if his
membership interests in [the LLCs] had been
extinguished beginning in July 2012, but never
communicated to [the plaintiff] that they considered
his memberships terminated. [One of the
defendants] admitted [the plaintiff] did not fail to
meet a capital call or take any specific action which
would have terminated [the plaintiff’s] membership
in [one of the LLCs].
c. The [defendants] filed documents with the Secretary
of State of North Carolina representing that [one of
the LLCs] was dissolved without notifying [the
plaintiff], seeking his consent, or making any
distribution to [the plaintiff].
d. The [defendants] ceased providing [the plaintiff]
with required report and financial information
regarding [the LLCs].
e. [The plaintiff’s] wife . . . testified that she attempted
to visit the [defendants’] offices sometime in 2012–
2013 to get information regarding the LLCs, but that
[one of the defendants] ordered her to leave the
premises in a threatening manner.
Chisum, 376 N.C. at 714, 855 S.E.2d at 196. Given the “level of acrimony and
distrust,” the trial court was “convinced that these parties could not ever again be
associated with one another in a jointly owned business, let alone conduct the
business of [the LLCs].” Id. at 714–15, 855 S.E.2d at 196–97. The North Carolina
Supreme Court held there was “ample support for a determination that it is not
- 21 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
practicable to conduct the LLCs’ business in conformance with the operating
agreement . . . and that the [trial court] properly ordered the judicial
dissolution . . . .” Id. at 715, 855 S.E.2d at 197 (citation modified).
Turning to this case, Plaintiff argues that it is not practicable to conduct the
LLC’s business in conformity with the operating agreement since the manager has
refused to permit the LLC to engage in any business despite the terms of the
operating agreement.
Contrary to Plaintiff’s assertion, the operating agreement provides:
1.5. Purposes and Powers.
(a) The purpose and business of [Defendant]
shall be to engage in the ownership, possession and
enjoyment of real property, specifically including but not
limited to, that certain tract or parcel of land containing
6.252 acres, more or less, located on Lake Norman in
Fallstown Township, Iredell County, North Carolina, as
described in that certain deed recorded in Book 2123 at
Pages 23-24 in the office of the Register of Deeds of Iredell
County, North Carolina. In addition, [Defendant] may
engage in any other lawful business for which limited
liability companies may be organized under the Act.
Notably, the last sentence, upon which Plaintiff relies, originates from the
statute itself. See N.C. Gen. Stat. § 57D-6-01 (2025) (“[A]n LLC may engage in any
lawful business.”). Moreover, while Plaintiff cites a plethora of persuasive authority
for the proposition that mere ownership of land is not a “business,” we need look no
further than the statute itself. See Appeal of Clayton-Marcus Co., Inc., 286 N.C. 215,
219, 210 S.E.2d 199, 203 (1974) (“Where, however, the statute, itself, contains a
- 22 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
definition of a word used therein, that definition controls, however contrary to the
ordinary meaning of the word it may be.” (citation omitted)). Under the Act, the term
“business” is defined as: “Any lawful trade, investment, or other purpose or activity,
whether or not conducted or undertaken for profit[.]” N.C. Gen. Stat. § 57D-1-03(3)
(2025). This statutory definition encompasses Defendant’s use of the property and
does not, by itself, require any active business. Cf. James, 387 N.C. at 30, 910 S.E.2d
at 661 (“[T]he active language in these [o]perating [a]greements—‘purchase,
development, rental, ownership and sale’—clearly demonstrate that the estate plan
was intended to be used to provide monetary value . . . through an active real estate
business.”). Indeed, in practice, LLCs have many different purposes, such as holding
companies and, like here, estate planning. See 54 C.J.S. Limited Liability
Companies § 1 (2026) (“A limited liability company may be formed for any lawful
purpose[.]”).
Unlike James, the operating agreement here did not demonstrate any active
real estate business was required. Cf. James, 387 N.C. at 30, 910 S.E.2d at 661.
Instead, the operating agreement provided that the purpose of the LLC was “to
engage in the ownership, possession and enjoyment of [the Property.]” Here, the
record demonstrates that the members do indeed “engage in the ownership,
possession and enjoyment of [the Property.]” Specifically, the record tends to show
that one of the members was married on the Property and the members routinely
visit the Property. As the operating agreement was formed for such purposes, there
- 23 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
is no merit to Plaintiff’s contention that the “management of the company is unable
or unwilling to work together to reasonably engage in or promote the purpose for
which the company was formed.” Id. at 29, 910 S.E.2d at 660 (“[Courts] may consider:
(1) whether the management of the company is unable or unwilling to work together
to reasonably engage in or promote the purpose for which the company was
formed . . . .”).
Moreover, unlike James, there is only one manager and the majority of the
members, who all have equal membership interests, do not wish to sell or otherwise
dispose of the Property. As such, there is no deadlock among members. See id.
(“[Courts] may consider . . . (2) whether there is deadlock between the managers [or
members within a member-managed LLC.]”). According to the operating agreement,
“[n]either any Member nor a successor, representative or assign of any Member, shall
have the right, title or interest in or to any Property or the right to partition any
Property.” Additionally, the operating agreement provides:
Without the consent of all the Members, the Manager[ ]
shall have no authority to do any of the following:
Sell, lease, subdivide, develop or place improvements upon
all or any portion of the real property described in that deed
recorded in Book 2123 at Pages 23-24 in the office of the
Register of Deeds of Iredell County, North Carolina, which
said deed is incorporated fully herein, by reference, for
greater certainty of description.
- 24 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
Since the sale of the Property requires unanimity and there are three
members, deadlock is essentially inconceivable. Thus, in this circumstance, it is of
no consequence whether the “operating agreement provides a means of navigating
around . . . deadlock[.]” See id. (“[Courts] may consider . . . whether the operating
agreement provides a means of navigating around such deadlock . . . .”). Further,
there has been no allegation that any “member or manager has engaged in
misconduct.” Id.
As to the remaining factors, regarding Defendant’s financial position and
financial feasibility, “we weigh [all] of the[ ] factors to determine if judicial dissolution
is an appropriate remedy.” Id.; see also id. at 33, 910 S.E.2d at 663. That is, we do
not need every factor. See id. at 29, 910 S.E.2d at 660. To be sure, the North Carolina
Supreme Court instructed that we consider “whether, due to the company’s financial
position, there is still a business to operate” and “whether continuing the company is
financially feasible[.]” Id. That said, just as we do “not need to find that all of the[ ]
factors apply to conclude that it is ‘not practicable’ to operate an LLC in accordance
with its operating agreement,” we likewise need not find all the factors apply to
conclude that operating the LLC is feasible. Id.; see also id. at 26, 910 S.E.2d at 658.
In any event, the record tends to show that Defendant is currently financially
supported by the members. While the record demonstrates that Defendant does not
have an independent revenue stream, the record tends to show that the manager has
requested funds from each member to continue its operations. The record also tends
- 25 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
to show that although Plaintiff has ceased paying expenses, the remaining members
have continued to do so on his behalf.
Furthermore, this is not a case like Chisum. Unlike that case, there is no basis
to conclude that the “parties could not ever again be associated with one another in a
jointly owned business . . . .” Chisum, 376 N.C. at 714–15, 855 S.E.2d at 196–97.
Unlike Chisum, the record here demonstrates the parties are still in communication.
Cf. id. at 714, 855 S.E.2d at 196. For all these reasons, we conclude that it is feasible
to conduct the LLC’s business in conformity with the operating agreement. See
James, 387 N.C. at 26, 910 S.E.2d at 658. Therefore, since conducting the LLC is
practicable under N.C. Gen. Stat. § 57D-6-02(2)(i), the trial court did not err.
2. Necessity of Liquidation to Protect Plaintiff’s Rights and Interests
Plaintiff also argues that liquidation was necessary to protect his rights and
interests. See N.C. Gen. Stat. § 57D-6-02(2)(ii). Attempting to analogize this case to
a minority shareholder of a corporation, Plaintiff maintains that “fairness and equity
warrant judicial intervention.” We disagree.
Under the Act, a court may dissolve an LLC if “liquidation of the LLC is
necessary to protect the rights and interests of the member.” N.C. Gen. Stat. § 57D6-02(2)(ii). This Court has not previously addressed when judicial dissolution is
necessary to “protect the rights and interests” of a member. We therefore take the
opportunity to do so now.
- 26 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
In doing so, we note that “[o]ur primary goal in construing a statute is ‘to
ensure that the purpose of the legislature, the legislative intent, is accomplished.’ ”
Wynn v. Frederick, 385 N.C. 576, 581–82, 895 S.E.2d 371, 377 (2023) (first citing Elec.
Supply Co. of Durham v. Swain Elec. Co., 328 N.C. 651, 656, 403 S.E.2d 291, 294
(1991); and then citing Hunt v. Reinsurance Facility, 302 N.C. 274, 288, 275 S.E.2d
399, 405 (1981)). Thus, “we first examine the plain words of the statute, as the best
indicia of legislative intent is the language of the statute itself.” Id. (citation
modified); see also Antonin Scalia & Bryan A. Garner, Reading Law: The
Interpretation of Legal Texts 56 (2012) [hereinafter Scalia, Reading Law]. (“The words
of a governing text are of paramount concern, and what they convey, in their context,
is what the text means.”). “Where the language of a statute is clear, the courts must
give the statute its plain meaning; however, where the statute is ambiguous or
unclear as to its meaning, the courts must interpret the statute to give effect to the
legislative intent.” Frye Reg’l Med. Ctr., Inc. v. Hunt, 350 N.C. 39, 45, 510 S.E.2d 159,
163 (1999) (citation omitted); see also Belmont Ass’n, Inc. v. Farwig, 381 N.C. 306,
310–11, 873 S.E.2d 486, 489 (2022) (“Canons of statutory interpretation are only
employed if the language of the statute is ambiguous or lacks precision, or is fairly
susceptible of two or more meanings.” (citation omitted)).
When “the statute, itself, contains a definition of a word used therein, that
definition controls, however contrary to the ordinary meaning of the word it may be.”
Clayton-Marcus Co., Inc., 286 N.C. at 219, 210 S.E.2d at 203 (citation omitted).
- 27 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
However, if there is no statutory definition, “courts may look to dictionaries to
determine the ordinary meaning of words within a statute.” N. Carolina Cemetery
Comm’n v. Smoky Mountain Mem’l Parks, Inc., 293 N.C. App. 270, 277, 900 S.E.2d
343, 349 (2024). That said, “[i]f words at the time of their use had a well-known legal
or technical meaning, they are to be so construed unless the [document at issue] itself
discloses that another meaning was intended.” Philip Morris USA, Inc. v. N.
Carolina Dep’t of Revenue, 386 N.C. 748, 752, 909 S.E.2d 197, 201 (2024) (citing
Wachovia Bank & Tr. Co. v. Waddell, 237 N.C. 342, 346, 75 S.E.2d 151 (1953)); see
also Scalia, Reading Law at 69 (“Words are to be understood in their ordinary,
everyday meanings—unless the context indicates that they bear a technical sense.”).
Additionally, we “consider the statute as a whole and determine its meaning by
reading it in its proper context[.]” City of Asheville v. Frost, 370 N.C. 590, 592, 811
S.E.2d 560, 562 (2018); see also Antonin Scalia, A Matter of Interpretation 37 (1997)
(“In textual interpretation, context is everything.”).
Turning to the statute at issue, we must determine the “rights and interests of
[a] member,” and whether “liquidation is necessary to protect” them. See N.C. Gen.
Stat. § 57D-6-02(2)(ii). While the Act does not define “rights and interests of the
member,” it does define constituent terms from which that phrase is built. See
id. § 57D-1-03(4), (10)–(11), (15), (21), (25).
Specifically, the Act defines “ownership interest” as:
- 28 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
All of an interest owner’s rights and obligations as an
interest owner in an LLC, including (i) any economic
interest, (ii) any right to participate in the management or
approve actions proposed by persons responsible for the
management of the LLC, (iii) any right to bring a derivative
action, and (iv) any right to inspect the books and records
of or receive information from the LLC.
Id. § 57D-1-03(25). An “interest owner,” in turn, is defined as “[a] member, an
economic interest owner, or a special economic interest owner.” Id. § 57D-1-03(15).
A “member” is defined as “[a] person who has been admitted as a member of the LLC
as provided in the operating agreement or G.S. 57D-3-01[.]” Id. § 57D-1-03(21).
Notably, the definition of “ownership interest” mentions both “rights” and
“interests.” Id. § 57D-1-03(25). Reading the statute contextually, however, we
conclude that, under N.C. Gen. Stat. § 57D-6-02(2)(ii), the “interests” of a member
refer to a member’s “economic interest” referenced in N.C. Gen. Stat. § 57D-1-03(25)(i). See Frost, 370 N.C. at 592, 811 S.E.2d at 562. Further, we conclude that,
under N.C. Gen. Stat. § 57D-6-02(2)(ii), the “rights” of a member refer to the
remaining, non-economic components of the member’s ownership interest referenced
in N.C. Gen. Stat. § 57D-1-03(25)(ii)–(iv). See id.
Under the Act, “economic interest” is defined as “[t]he proprietary interest of
an interest owner in the capital, income, losses, credits, and other economic rights
and interests of a limited liability company, including the right of the owner of the
interest to receive distributions from the limited liability company.” N.C. Gen.
Stat. § 57D-1-03(10). To be sure, the phrase “interests of [a] member” in N.C. Gen.
- 29 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
Stat. § 57D-6-02(2)(ii) is broad and, on its face, could encompass many different
interests a member might hold, economic or otherwise.
That said,
[i]t is well established that a statute must be considered as
a whole and construed, if possible, so that none of its
provisions shall be rendered useless or redundant. It is
presumed that the legislature intended each portion to be
given full effect and did not intend any provision to be mere
surplusage.
Porsh Builders, Inc. v. City of Winston-Salem, 302 N.C. 550, 556, 276 S.E.2d 443, 447
(1981).
Here, the Act allows a court to judicially dissolve an LLC when “liquidation of
the LLC is necessary to protect the rights and interests of the member.” N.C. Gen.
Stat. § 57D-6-02(2)(ii) (emphasis added). We will not presume that the General
Assembly used “rights” and “interests” in N.C. Gen. Stat. § 57D-6-02(2)(ii) as mere
surplusage, one restating the other, when its own definitional section demonstrates
that the two terms correspond to analytically distinct and separately transferable
components of an ownership interest. See Porsh Builders, 302 N.C. at 556, 276 S.E.2d
at 447. Indeed, the definition of “ownership interest” separates “economic interest”
from governance-related rights. Compare N.C. Gen. Stat. § 57D-1-03(25)(i), with
id. § 57D-1-03(25)(ii)–(iv).
Moreover, the Act uses the term “rights” elsewhere to refer to non-economic,
governance-related components of an ownership interest, as distinct from the
- 30 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
economic interest. See id. § 57D-5-02 (2025) (“The transfer of an economic interest or
portion thereof does not entitle the transferee to become or exercise any rights of a
member other than to receive the economic interest or the portion thereof assigned to
the transferee.” (emphasis added)); see also id. § 57D-3-02(a)(4) (providing that a
member ceases to be a member by “abandoning all of the rights of his or her
ownership interest except his or her economic interest, or any portion thereof.”
(emphasis added)).
Accordingly, under N.C. Gen. Stat. § 57D-6-02(2)(ii), when considering
whether “liquidation of the LLC is necessary to protect the rights and interests of the
member,” courts should consider: (1) whether liquidation is necessary to protect the
member’s economic interest under N.C. Gen. Stat. § 57D-1-03(25)(i); and (2) whether
liquidation is necessary to protect the member’s rights under N.C. Gen. Stat. § 57D1-03(25)(ii)–(iv).
As here, however, when an operating agreement governs the LLC, it will
control. See Crouse v. Mineo, 189 N.C. App. 232, 237, 658 S.E.2d 33, 36 (2008)
(quoting Russell M. Robinson, II, Robinson on North Carolina Corporate Law § 34.01,
at 34–2 to 34–3 (rev. 7th ed.2006)); see also N.C. Gen. Stat. § 57D-2-30 (2025). In
this case, the operating agreement provides the following:
“Membership Interest” means all of a Member’s rights in
the Company, including without limitation, the Member’s
share of the Profits and Losses of the Company, the right
to receive Distributions, any right to vote and any right to
- 31 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
participate in the management of the Company as provided
in the Act and in this Agreement.
Accordingly, we must consider whether liquidation is necessary to protect
Plaintiff’s “rights and interests” as defined under the operating agreement. Here, it
is undisputed that Plaintiff wishes to sell the Property, while the other two members
do not. This disagreement, however, does not endanger Plaintiff’s “share of the
Profits and Losses” or Plaintiff’s “right to receive Distributions.” Plaintiff still holds
an equal membership interest with the other members and would therefore be
entitled to a third of any economic benefit. While economic benefits may not currently
be realized, Plaintiff nevertheless continues to maintain his interest under the LLC.
Moreover, with respect to protecting Plaintiff’s “right to vote and any right to
participate in the management of the Company,” it is undisputed that Mr. McPherson
is the sole manager. Under the operating agreement, Mr. McPherson has the
authority to make “all decisions with respect to the management of the business and
affairs of the Company.” Even so, the operating agreement also provides that the
Property may not be sold, leased, subdivided, or developed without the consent of all
the members. The mere fact that two members do not consent to Plaintiff’s wishes
does not amount to a denial of his “right to vote” or “right to participate in the
management of the Company.” For these reasons, liquidation is unnecessary to
protect Plaintiff’s “rights and interests.” See N.C. Gen. Stat. § 57D-6-02(2)(ii).
- 32 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
Plaintiff nevertheless insists that the instant case is analogous to those
involving a minority shareholder of a corporation. See, e.g., Meiselman v. Meiselman,
58 N.C. App. 758, 295 S.E.2d 249 (1982), aff’d as modified and remanded, 309 N.C.
279, 307 S.E.2d 551 (1983); see also, e.g., Royals v. Piedmont Elec. Repair Co., 137
N.C. App. 700, 529 S.E.2d 515 (2000).
In Meiselman, a wealthy father “formed several interrelated corporations into
which he transferred most of his property.” Meiselman, 58 N.C. App. at 760, 295
S.E.2d at 251. Several of the existing corporations were later merged into one. Id.
The father eventually transferred stock to his two children, Ira and Michael. Id. at
760–61, 295 S.E.2d at 251–52. Ultimately, Michael was the minority shareholder.
Id. Thereafter, Michael sought “an order requiring the defendants to ‘buy him out at
the appraised fair value of his interest.’ ” Id. at 761, 295 S.E.2d at 252. Michael
argued such an order was
necessary for his protection because (i) an irreconcilable
conflict, causing intense hostility and bitterness, exists
between Michael and Ira; (ii) Ira has control of the family
corporations and has totally excluded Michael from any
participation in the business, and has, moreover, fired him;
and (iii) Michael is unable to use or control his inheritance,
which ranges from three to seven million dollars, because
of Ira’s actions.
Id. at 761–62, 295 S.E.2d at 252.
- 33 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
At the time, N.C. Gen. Stat. § 55-125(a)(4)1 authorized the involuntary
dissolution of a corporation when “reasonably necessary for the protection of the
rights or interests of the complaining shareholder.” Id. at 762, 295 S.E.2d at 252.
This Court then stated that a “historical analysis” of the Business Corporation Act
“demonstrates that our courts should not hesitate to dissolve corporations or grant
other relief to minority shareholders when relief is warranted.” Id. The Court
asserted that state legislatures have been giving more protection to minority
shareholders. Id. at 763, 295 S.E.2d at 253. Specifically, the Court explained that:
Now every state has a statute authorizing its courts to
order the involuntary dissolution of a corporation upon the
petition of the complaining shareholder when the
shareholders are deadlocked, when the majority
shareholders are oppressing the minority shareholders, or
when liquidation is deemed necessary for the protection of
the rights and interests of the minority shareholders.
Id. (emphasis added). The Court ultimately held that fairness and equity warrant
judicial dissolution. Id. at 771, 295 S.E.2d at 257. It reasoned that the record showed
great bitterness and hostility between Michael and Ira. Id. at 769, 295 S.E.2d at 256.
Specifically, the Court stated that:
Ira, who effectively exercises total control of the defendant
corporations, has completely denied Michael any
participation in the management of the defendant
corporations, including establishing dividend policy and
declaring dividends, has fired Michael from employment,
thus depriving Michael not only of his salary but also from
all other employment benefits, and has, occasionally,
1 This statute has been replaced by N.C. Gen. Stat. § 55-14-30 (2025).
- 34 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
denied Michael access to the corporate offices, premises,
books of accounts, and records. In other words, the evidence
shows that Michael’s immense book value wealth is being
rendered worthless to him as current income, and that,
despite Michael’s stock in the corporate enterprises, he is
denied the benefits of that ownership.
Id.
The North Carolina Supreme Court largely agreed. See Meiselman v.
Meiselman, 309 N.C. 279, 307 S.E.2d 551 (1983). That Court explained that “before
it can be determined whether, in any given case, it has been established that
liquidation is reasonably necessary to protect the complaining shareholder’s rights or
interests, the particular rights or interests of the complaining shareholder must be
articulated.” Id. at 298, 307 S.E.2d at 562 (internal quotations omitted). The North
Carolina Supreme Court then held that “a complaining shareholder’s rights or
interests in a close corporation include the reasonable expectations the complaining
shareholder has in the corporation.” Id. at 298, 307 S.E.2d at 563 (internal quotations
omitted). The Court clarified that:
reasonable expectations are to be ascertained by examining
the entire history of the participants’ relationship. That
history will include the reasonable expectations created at
the inception of the participants’ relationship; those
reasonable expectations as altered over time; and the
reasonable expectations which develop as the participants
engage in a course of dealing in conducting the affairs of
the corporation. The interests and views of the other
participants must be considered in determining reasonable
expectations. The key is reasonable. In order for plaintiff’s
expectations to be reasonable, they must be known to or
assumed by the other shareholders and concurred in by
- 35 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
them. Privately held expectations which are not made
known to the other participants are not reasonable. Only
expectations embodied in understandings, express or
implied, among the participants should be recognized by
the court.
In short, then, the rights or interests of a shareholder in
any given case will not necessarily be the same rights or
interests of any other shareholder. An articulation of those
rights or interests will necessarily require a case-by-case
determination based on an examination of the entire
history of the participants’ relationship—an examination
not only of the expectations generated by the participants’
original business bargain, but also of the history of the
participants’ relationship as expectations alter and new
expectations develop over the course of the participants’
cooperative efforts in operating the business.
For plaintiff to obtain relief under the expectations
analysis, he must prove that (1) he had one or more
substantial reasonable expectations known or assumed by
the other participants; (2) the expectation has been
frustrated; (3) the frustration was without fault of plaintiff
and was in large part beyond his control; and (4) under all
of the circumstances of the case plaintiff is entitled to some
form of equitable relief.
Id. at 298–99, 301, 307 S.E.2d at 563–64 (internal quotations omitted). Put
differently, the Court rejected the notion that a shareholder’s rights and interests in
a closely held corporation are limited to traditional shareholder rights such as notice
of meetings, cumulative voting, access to corporate information, and the right to
compel dividends. Id. at 302–03, 307 S.E.2d at 565. Instead, the Court held such
rights and reasonable expectations are more broadly defined, particularly where the
- 36 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
shareholder holds a substantial ownership stake, and “also has been employed by the
corporations, provided with fringe benefits, and, to some extent, allowed to
participate in management decisions[.]” Id. at 302, 307 S.E.2d at 565.
This Court has recognized that “[s]ince 1955, North Carolina has served as a
pioneer and ‘shining light’ in the protection of minority shareholder rights.” Royals,
137 N.C. App. at 702, 529 S.E.2d at 517. In Royals, despite having three directors,
two majority shareholders promptly appointed themselves to a two-member executive
committee that would run the company. Id. at 703, 529 S.E.2d at 517. There was
also another shareholder who retained a 38% share of the corporation. Id. Despite
this, the majority shareholders excluded both the director and other shareholder from
all company business, and after the director attempted to investigate environmental
concerns, they barred him from the company premises altogether. Id. Citing
Meiselman, this Court reiterated that:
Many close corporations are companies based on personal
relationships that give rise to certain reasonable
expectations on the part of those acquiring an interest in
the close corporation. Thus, when personal relations
among the participants in a close corporation break down,
the reasonable expectations the participants had become
difficult if not impossible to fulfill. In other words, when
the personal relationships among the participants break
down, the majority shareholder, because of his greater
voting power, is in a position to terminate the minority
shareholder’s employment and to exclude him from
participation in management decisions. . . . Furthermore,
the illiquidity of a minority shareholder’s interest in a close
corporation renders him vulnerable to other exploitation by
the majority shareholders.
- 37 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
Id. at 704, 529 S.E.2d at 518 (citation modified) (quoting Meiselman, 309 N.C. at 289–
91, 307 S.E.2d 558–59). After examining the Meiselman factors, this Court held
dissolution was appropriate. Id. at 709, 529 S.E.2d at 521.
Unlike Meiselman and Royals, which both dealt with corporations, this case
deals with an LLC. Lower courts have commented that neither appellate court has
“ ‘yet decided whether and to what extent the principles of Meiselman apply to
actions’ to dissolve an LLC.” McClure v. Ghost Town in the Sky, LLC, No. 22 CVS
752, 2024 WL 2235955, at *5 (N.C. Super. May 16, 2024) (quoting Bennett v. Bennett,
No. 18 CVS 48, 2019 WL 1262472, at *13 (N.C. Super. Mar. 15, 2019)). Since this
case is readily distinguishable, we need not do so today.
Unlike Meiselman and Royals, Plaintiff has an equal membership interest and
is therefore not a minority interest holder. The logic underlying Meiselman concerned
personal relationships within a closely held corporation giving rise to “reasonable
expectations” and the danger of oppression and exploitation of minority shareholders.
Meiselman, 309 N.C. at 288–96, 307 S.E.2d at 557–61; but see Foster v. Foster Farms,
Inc., 112 N.C. App. 700, 710, 436 S.E.2d 843, 849 (1993) (“Although plaintiff here is
not a minority shareholder, the guiding principles of Meiselman apply.”). The mere
fact that Plaintiff holds a minority viewpoint regarding the Property does not make
him a minority interest holder. Moreover, unlike Meiselman and Royals, Plaintiff
has not been excluded from the LLC by the others. The record demonstrates that the
- 38 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
parties have remained in communication regarding the LLC despite Plaintiff’s
voluntary cessation of paying expenses.
Even if Meiselman applied, notwithstanding the differences in entity
structures and lack of minority interest, we note Plaintiff has not demonstrated that
he had a reasonable expectation for which it is necessary to dissolve the LLC. For
these reasons, we conclude that liquidation is not necessary to protect Plaintiff’s
rights and interests. See N.C. Gen. Stat. § 57D-6-02(2)(ii). Accordingly, we hold that
the trial court did not err.
B. Order Discrepancy
Lastly, Plaintiff argues that the trial court erred by entering a judgment
inconsistent with the judgment rendered in open court.
At the conclusion of the summary judgment hearing, the trial court stated: “All
right. I’m going to allow your motion to suppress and deny your motion to suppress.
If you will prepare an order, Counsel.” Meanwhile, the written order provided:
1. Defendant MJM, LLC’s Motion for Summary Judgment
is GRANTED.
2. Plaintiff Jack Issac Brinkley’s Motion for Summary
Judgment is DENIED
3. The Court has not considered the inadmissible portions
of the Affidavit of Jack Issac Brinkley, and accordingly,
Defendant’s Motion to Strike that Affidavit is DENIED
AS MOOT.
4. This civil action is DISMISSED WITH PREJUDICE.
- 39 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
“[A] judgment is entered when it is reduced to writing, signed by the judge, and
filed with the clerk of court . . . .” N.C. Gen. Stat. § 1A-1, Rule 58 (2025). “The trial
judge’s comments during the hearing as to its consideration of the entire case file,
evidence and law are not controlling; the written court order as entered is
controlling.” Fayetteville Publ’g Co. v. Advanced Internet Techs., Inc., 192 N.C. App.
419, 425, 665 S.E.2d 518, 522 (2008) (citation omitted). “The announcement of
judgment in open court is the mere rendering of judgment, not the entry of judgment.
Draughon v. Harnett Cnty. Bd. of Educ., 158 N.C. App. 208, 214, 580 S.E.2d 732, 737
(2003) (citation omitted); see also Morris v. Se. Orthopedics Sports Med. & Shoulder
Ctr., P.A., 199 N.C. App. 425, 433, 681 S.E.2d 840, 846 (2009) (“The announcement of
judgment in open court is the mere rendering of judgment, and is subject to change
before entry of judgment. A judgment is entered when it is reduced to writing, signed
by the judge, and filed with the clerk of court.” (citation modified)).
Citing In re J.C., Plaintiff contends that “[i]f there is a discrepancy between
the written order and the oral rendering of the order in court as reflected by the
transcript, the transcript is considered dispositive.” 236 N.C. App. 558, 562, 783
S.E.2d 202, 205 (2014). Despite Plaintiff’s position, however, this Court has since
explained in that case, “the trial court’s written order directly contradicted the order
rendered from the bench” and that order was vacated because “the differences
between the oral rendering and the written order were substantive[.]” In re O.D.S.,
- 40 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
247 N.C. App. 711, 719–20, 786 S.E.2d 410, 416 (2016) (citing In re J.C., 236 N.C.
App. at 562, 783 S.E.2d at 205).
Additionally, we also noted the following:
J.C. appears to be in conflict with certain established
precedents. J.C. cites to Edwards, which in turn cites
Morris, supra. As stated above, this portion of Morris is
discussing a situation when an order was entered orally in
open court, then subsequently reduced to writing and filed.
Morris, 86 N.C. App. at 389, 358 S.E.2d at 127. Judgments
and orders in civil cases can no longer be entered in open
court and, therefore, this portion of Morris is no longer
relevant. It is true that general conformity between the
orally rendered judgment and the written judgment
entered is still relevant for determining the validity of
notices of appeal filed following oral rendering of the
judgment, but before the judgment has been entered, Id. at
388–89, 358 S.E.2d at 126, but that is not the situation
before us. Further, the holding in Edwards that “if the
written judgment conforms generally with the oral
judgment, the judgment is valid,” Edwards, 182 N.C. App.
at 727, 643 S.E.2d at 54, does not command the converse,
i.e. that any written judgment that does not generally
conform with the oral judgment is necessarily invalid.
Though there may be situations when this is true, we can
find no opinion in which it has been held that the written
and entered judgment must always generally conform with
a prior oral rendition of that judgment in order to be valid.
However, as noted above, there are plenary opinions in
which our appellate courts have affirmed entered
judgments and orders that do not conform to the associated
orally rendered judgments and orders.
J.C. cites a criminal case, Sellers, for the proposition
that “if there is a discrepancy between the written order
and the oral rendering of the order in open court as
reflected by the transcript, the transcript is considered
dispositive.” J.C., 236 N.C. App. at 562, 783 S.E.2d at 205.
- 41 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
Th[e] holding in Sellers stands for the proposition that,
when it is apparent from the transcript that a clerical error
has been committed on the written order, remand is
appropriate so that the trial court can correct the clerical
error. Sellers does not stand for the proposition that the
trial court is always bound by its pronouncements in open
court. As discussed above, prior opinions of this Court have
made clear that, as a general proposition, the written and
entered order or judgment controls over an oral rendition
of that order or judgment. . . . Assuming arguendo J.C. is
not in conflict with prior opinions, we believe it is limited
to the facts in that case.
Id. at 720–22, 786 S.E.2d 410, 417–18; see also Scoggin v. Scoggin, 250 N.C. App. 115,
119, 791 S.E.2d 524, 527 (2016).
Here, at the beginning of the hearing, the trial court requested clarification as
to “[w]hat motion is this?” Defendant’s counsel responded: “we have cross-motions
for summary judgment. . . . We also have a motion to strike an affidavit.” At the
conclusion of the hearing, the trial court’s reference to the non-existent motions to
suppress was merely a malapropism. Generally, a motion to suppress only arises in
the criminal context. See generally N.C. Gen. Stat. § 15A-977 (2025). As this was a
civil case, and the only issues were the cross-motions for summary judgment and
motion to strike, it is inconceivable that the trial court’s brief gaffe would require
vacatur and remand. See, e.g., Meiselman, 58 N.C. App. at 771, 295 S.E.2d at 257
(1982) (“[I]f tentative thoughts take precedence over formal orders, appellate courts
will be clogged as a practical matter.”)
- 42 -BRINKLEY V. MJM WILDLIFE, LLC
Opinion of the Court
The trial court conducted, and both parties participated in, a comprehensive
hearing relating to the cross-motions for summary judgment and motion to strike.
Besides the misstatement at the conclusion of the hearing, a motion to suppress was
never otherwise mentioned. Regardless, the trial court signed the written orders,
and, for our purposes, that is enough. See In re O.D.S., 247 N.C. App. at 719–22, 786
S.E.2d at 416–18. Defendant’s argument is overruled.
III. Conclusion
After a careful review of the record, it remains feasible to conduct the LLC in
conformity with the operating agreement and liquidation is not necessary to protect
Plaintiff’s rights and interests. See N.C. Gen. Stat. § 57D-6-02(2). Further,
Defendant’s argument regarding the discrepancy between the judgment rendered
and the judgment entered is overruled. As we discern no error, we affirm.
AFFIRMED.
Judges ZACHARY and FLOOD concur.
- 43 -