California — Le v. Mayhall, E064600, decided 8/24/17. The California Court of Appeal held that a member of an LLC did not sign a contract in his personal capacity.  His failure to include his official title in the signature block did not create an ambiguity where the language of the contract unambiguously bound only the LLC.

Delaware — GR US Licensing, LP v. Seibel (In re GR Burgr, LLC), C.A. No. 12825, decided 8/23/17.  The Delaware Chancery Court granted a petition to dissolve a Delaware LLC under Sec.

Minnesota — In re Medtronic, Inc. Shareholder Litigation, A15-0858, decided 8/16/17.  The Minnesota Supreme Court ruled that the appropriate test in Minnesota for distinguishing between direct and derivative claims focuses on who suffered the injury and who is entitled to recovery.  Thus, the Court of Appeals should not have applied the three part test used by Delaware courts.

New York — LNYC Loft, LLC v. Hudson Opportunity Fund I, LLC, 2017 NY Slip Op 6147, decided 8/15/17. The New York Supreme Court, Appellate Division ruled that a New York LLC lacks the authority to appoint an outside attorney as a special litigation committee where its operating agreement does not grant it such authority and does not authorize the managing members to delegate their authority to make major decisions.

Curci Investments, LLC v. Baldwin, G052764 (decided 8/10/17).  The California Court of Appeal held that the doctrine of reverse veil piercing is available as a remedy in California in certain cases, particularly where an LLC is involved and there are no innocent members who may be harmed.

EBP Lifestyle Brands Holdings, Inc. v. Boulbain, C.A. No. 2017-0269 (decided 8/4/17).

Wynn Resorts, Limited v. Eighth Judicial District Court of Nevada, 133 Nev. Adv. Rep. 52 (decided 7/27/17).  The Nevada Supreme Court held that by attaching a copy of an investigative report to its complaint and to an SEC filing, a corporation waived the attorney-client privilege as to the documents underlying the report.  However it did not waive the privilege as to legal advice it received by asserting the business judgment rule as a defense to a counterclaim.

Peach Reo, LLC v. Rice, No. 2:12-cv-02752, decided 7/11/17. The U.S. District Court, Western District of Tennessee granted a motion for a charging order against the interests of the debtor member in six LLCs. 

Squire Court Partners LP v. Credit Enhanced Partners LP, No. 4:16CV00935, decided 7/7/17. The U.S. District Court, Eastern District of Arkansas ruled that a general partner lacked the authority to file a petition for bankruptcy on behalf of a limited partnership where the partnership agreement required the consent of the limited partners. 

The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71 (decided 6/30/17).  The Wisconsin Supreme Court held that Wisconsin courts do not have general jurisdiction over qualified foreign corporations based solely on their appointing a registered agent