Congratulations to Partner, Michelle Greenberg, Esq., on a significant appellate court victory.
25-2-9108 Roberts v. Moise, App. Div. (per curiam) (18 pp.) Plaintiff appealed the dismissal of her complaint in which she sought to establish her entitlement to a membership interest in defendant Northeast Anesthesia and Pain Management LLC. In her complaint she asserted claims for: specific performance of the employment agreement; breach of the EA; breach of the covenant of good faith and fair dealing; a declaratory judgment that plaintiff became a member of NEA as of Oct. 1, 2012; breach of fiduciary duty; access to NEA’s books and records; and an accounting of NEA’s finances. The panel affirmed substantially for the reasons expressed below: that on the facts, plaintiff had failed to demonstrate that she held such a membership interest, and even if she had been successful in proving that she was a member, the evidence showed that she had suffered no damage. The panel found that the trial judge’s determinations were supported by substantial credible evidence in the record. It added that the EA did not clearly and unambiguously provide that plaintiff would become a full one-third member, and the operating agreement and the operating agreement left the precise terms to be determined by the members. It also found that the record clearly established that the parties were unable to agree on the essential terms of plaintiff’s membership in the company and that defendants never consented to her admission.