## Facts

- Wyoming.com LLC was formed in 1994 by Steven and Sandra Mossbrook and E. Michael Lieberman.
- Lieberman received a 40% membership interest; his capital account was $20,000, consisting of services rendered and to be rendered.
- Additional members later joined, increasing total capital contributions to $100,000; Lieberman’s 40% interest remained unchanged.
- In early 1998, Lieberman was removed as vice president; he then gave written notice of withdrawal from the LLC.
- Lieberman demanded payment of the alleged fair market value of his interest, asserting the company was worth about $1,000,000 and claiming $400,000.
- The remaining members elected to continue the business and offered Lieberman $20,000 as return of his capital contribution.
- The governing documents did not include an explicit withdrawal valuation or buyout mechanism based on fair market value.

## Issues

1. Whether, absent an explicit contractual provision, a withdrawing member of a Wyoming LLC is entitled to be paid the fair market value of his ownership interest when the LLC elects to continue.
2. Whether the district court properly granted summary judgment by treating return of the member’s capital contribution as resolving the entire dispute over the member’s interest.
3. What legal disposition, if any, occurs to the withdrawing member’s remaining membership/economic interest beyond the capital account.

## Decision

- Affirmed in part: Lieberman was entitled to return of his $20,000 capital contribution, not a going-concern fair market value payout for 40% of the business.
- Reversed in part and remanded: the judgment did not determine what happened to Lieberman’s remaining interest in the LLC after withdrawal.
- The case was returned for further proceedings to fully resolve the parties’ dispute regarding the status and disposition of that remaining interest.

## Legal Principles

- A withdrawing member’s right to payment is governed by the Wyoming LLC Act and the LLC’s written governing documents; courts will not impose a fair-value buyout term not provided by statute or agreement.
- Capital contribution (capital account) and membership interest are distinct; repayment of the contribution does not necessarily extinguish or allocate the remaining ownership/economic interest.
- Summary judgment may resolve discrete legal questions (e.g., no contractual/statutory fair-value buyout right) but is improper if it leaves unresolved the legal consequences for the withdrawing member’s remaining interest.

## Conclusion

The court held that withdrawal did not entitle the member to a default fair-market-value buyout and affirmed repayment of his capital contribution, but remanded because the prior judgment failed to determine the legal fate of his remaining ownership/economic interest after the LLC continued.


Lieberman v. Wyoming.com LLC, 11 P.3d 353 (Wyo. 2000)