In Re Estate of Joyce Ann Hendrickson

An LLC owned seven properties. The members of the LLC were a mother, father and daughter. Mother held the majority voting share. As manager of the LLC, Mother transferred most of its assets to another LLC, whose members were her daughter and son-in-law, without the knowledge of Father. Mother died and her estate sought to recover the assets for the original LLC. The trial court found that Daughter had a conflict of interest and that Mother/Decedent also had a conflict of interest. The trial court also found that the transactions violated Tennessee statutes and the “entire fairness test” of Rock Ivy Holding, LLC v. RC Properties, LLC, 464 S.W.3d 623 (Tenn. 2014). The trial court declared the transactions void. We affirm.