Ross v. Nelson

In Ross v. Nelson (54 AD3d 258 [1st Dept 2008] the appellate court held that where an Operating Agreement clearly and unambiguously allowed for the removal of a Manager, but lacked any specific mechanism to effect such a removal, the parties could resort to the removal mechanism contained in LLCL 414, which allows for removal of a manager by majority vote of the other members. In Ross, the Operating Agreement contained a provision that allowed for the dissolution of the limited liability company upon the "expulsion" of a member-manager. The court held that, because such a provision "clearly and unambiguously" allowed for a member-manager's removal, the parties could rely on LLCL 414 to supply the default mechanism for such removal.