## Facts

- Wyoming.com LLC was formed as a Wyoming limited liability company; E. Michael Lieberman was a founding member.
- In 1998, Lieberman filed a notice of withdrawal as a member, and the remaining members accepted the withdrawal.
- The parties disputed the financial consequences of the withdrawal, including whether Lieberman’s equity had to be bought out and, if so, how to value it.
- In earlier litigation, the Wyoming Supreme Court affirmed that the LLC was not dissolved and that Lieberman was entitled to return of his capital contribution, but remanded because the status of his ownership/equity interest remained unclear.
- On remand, the district court granted summary judgment ordering liquidation of Lieberman’s equity interest at capital-account value as of the withdrawal date, resulting in no additional payment beyond capital contribution adjustments.
- Lieberman appealed the post-remand summary judgment.

## Issues

1. Whether Wyoming law or the parties’ agreements required a dissociating/withdrawing member to sell, or the LLC to purchase, the member’s equity interest.
2. Whether the district court could order liquidation of the member’s equity at capital-account value as of the withdrawal date absent an express statutory or contractual mechanism.
3. If a forced disposition were permitted, what valuation method and date would apply.

## Decision

- The Wyoming Supreme Court reversed the summary judgment ordering liquidation of Lieberman’s equity interest.
- The court held the Wyoming LLC Act did not address what happens to a member’s equity interest upon dissociation.
- The court held the parties’ operating agreement and related agreements did not provide for a mandatory buyout, sale, or liquidation of a dissociating member’s equity.
- The court declared that Lieberman retained his equity interest after withdrawing as a member.
- The court held neither Lieberman could compel a purchase nor Wyoming.com could compel a sale; therefore, valuation disputes were moot.
- The case was remanded for a declaration of the parties’ rights consistent with the opinion.

## Legal Principles

- When an LLC statute is silent on the disposition of a dissociating member’s equity interest, the outcome depends on the LLC’s contractual arrangements.
- Courts will not impose a forced buyout or liquidation of a dissociating member’s equity interest without express statutory authority or contractual agreement.
- A member’s capital account balance is not, by itself, a substitute for, or mandatory liquidation mechanism of, the member’s equity interest absent explicit governing terms.
- A withdrawing member may cease to be a “member” for governance purposes yet continue to hold an equity ownership interest when no valid buy-sell or dissociation provision applies.
- If no party has a right or obligation to buy or sell the equity interest, disputes about valuation method and valuation date are legally irrelevant.

## Conclusion

The court held that, because neither Wyoming’s LLC statute nor the parties’ agreements required a buyout or liquidation upon dissociation, Lieberman remained an equity owner after withdrawal, and neither side could force a purchase or sale of that interest.


Lieberman v. Wyoming.com LLC, 82 P.3d 274 (Wyo. 2004)