Case No. 19-1790

Tracy Barkalow, TSB Holdings, LLC, and Big Ten Property Management LLC, Appellees/Cross-Appellants
v.
Bryan Clark and Jeffrey Clark, Joseph Clark

Defendants Bryan Clark and Jeffrey Clark appeal from the district court’s ruling dissolving the parties’ limited liability company pursuant to Iowa Code section 489.701(1)(d)(2), ordering that capital contributions made by the defendants be treated as loans to the company, and returning the members to their initial equity position of twenty-five percent each. The defendants contend the district court exceeded its authority in ordering dissolution of a viable and profitable company where the court’s ruling resolved the parties’ disputes. The defendants further contend the district court exceeded its equitable authority in recategorizing capital contributions as loans when the contributions were allowed by the company’s governing documents, were approved by the members, and were for a proper business purpose. The plaintiffs cross-appealed arguing the district court erred in not ordering dissolution based on the defendants’ oppression and erred by not awarding damages on plaintiffs’ breach of fiduciary duty claim.

County:

Johnson