McGee v. Best’s Empirical Analysis

Citation profile

17 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 17 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “The plaintiff argues that the trial court erroneously held that the plaintiffs claims based upon an alleged breach of fiduciary duty owed to him individually by the other members must fail as a matter of law because there is no fiduciary duty between, or among, individual members of a Limited Liability Corporation. We disagree. Tenn. Code Ann. § 48-240-102 (a)(2002) provides: (a) FIDUCIARY DUTY OF MEMBERS OF MEMBER MANAGED LLC. Except as provided in the articles or operating agreement, every member of a member-managed LLC must account to the LLC for any benefit, and hold as trustee for it any profits derived by the member without the consent of the other members from any transaction connected with the formation, conduct, or liquidation of the LLC or from any use by the member of its property including, but not limited to, confidential or proprietary information of the LLC or other matters entrusted to the member as a result of such person’s status as a member. (b) STANDARD OF CONDUCT. A member of a member-managed LLC shall discharge such member’s duties as a member, including all duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3)In a manner the member reasonably believes to be in the best interest of the LLC. Id. The rule of statutory construction to which all others must yield is that the intention of the legislature must prevail. Mangrum v. Owens, 917 S.W”

   1 later decision quote this exact passage · from the majority
   e.g. ARC LifeMed, Inc. v. AMC-Tennessee, Inc.

2. “As the trial court pointed out, “the plaintiff alleges that certain information was withheld from him — either intentionally or negligently — and that this information was material in the maimer by which he conducted the affairs of the LLC. Plaintiff does not allege that he conducted his own personal affairs in reliance upon any such material information or that he obligated himself personally in reliance thereon.” Plaintiffs amended complaint provides in pertinent part: 94. The Plaintiff was relying on statements of employees of IEI to conduct the affairs of MBF & I and these material omissions caused Plaintiff to act in manner that he otherwise would if he had known the true state of affairs thereby damaging him and the LLC. • The plaintiff has, in essence, alleged a derivative claim, but at this point has no standing to bring such a claim. In Bourne v. Williams, 633 S.W.2d 469 (Tenn.Ct.App.1981), Judge Tomlin of this Court said: It has long been recognized that where a wrong to the corporation was claimed by a stockholder, if the board of directors of the corporation did not take steps to rectify the wrong, then a stockholder could bring the action in the name of the corporation, for the benefit of the corporation. This is the gravamen of a “derivative” suit. 13 Fletcher, Cyc. Corp. sec. 5908 (perm.ed.1980). See also Opportunity Christian Church v. Washington Water Power Co., 136 Wash. 116 , 238 P. 641 (1925). Bourne v. Williams, 633 S.W.2d at 471 . However, the plaintiff ”

   1 later decision quote this exact passage · from the majority
   e.g. ARC LifeMed, Inc. v. AMC-Tennessee, Inc.

3. “An LLC is a creature of statute, and any duty which members owe must be set forth in the statute.”

   1 later decision quote this exact passage · from the majority
   e.g. Harbison v. Strickland