LLC Ouster Claim Revived

Inman v. Loe revived a former LLC member’s suit over his removal from the company he helped found. Specifically, the Fifth Court disagreed with the trial court’s conclusion that the company agreement as unenforceable for lack of consideration, because the plaintiff’s promise to work full-time as a manager and officer was consideration for his membership interest. The alleged failure to perform that work did not mean consideration was absent at formation; instead, “consideration was provided but as the trial court found, not delivered.”

Additionally, as to limitations, certain conduct from 2009 showed exclusion from management and operations, but not divestiture of the plaintiff’s ownership interest, because the company agreement and Texas LLC law required formalities for transfers, withdrawals, or expulsions of membership interests. The plaintiff’s ouster accrued only when the company formally voted on August 23, 2010, to remove him as a member, so his March 2014 suit was timely under the four-year limitations period. No. 05-25-01351-CV, Jul. 23, 2026.