Gary Miller v. Barbara Miller

A member of a limited liability company (“LLC”) brought a suit on behalf of the LLC
alleging a breach of fiduciary duties and constructive fraud by another member in regard
to transfers of LLC property. The plaintiff admitted that no demand for corrective action
was made on the defendant, nor was any demand made on the other members of the LLC
to join in the litigation. The trial court granted the defendant’s motion to dismiss, finding
both that the plaintiff’s complaint was outside the statute of limitations and that the plaintiff
lacked standing to bring the derivative action. We agree with the trial court that the
plaintiff’s complaint was subject to dismissal because his complaint did not include
allegations sufficiently particular to excuse his failure to meet statutory demand
requirements. The remaining issues are therefore pretermitted.