Janie Faye Bateman Blackwell v. Blue Flame Gas Company of LA, LLC Charles Ray Dedon, Sr. and Linda Marie Dedon ( 2022 )

STATE OF LOUISIANA
COURT OF APPEAL, FIRST CIRCUIT
JANIE FAYE BATEMAN BLACKWELL NO. 2022 CW 1357
VERSUS
BLUE FLAME GAS COMPANY OF
LA, LLC; CHARLES RAY DEDON,
SR.; AND LINDA MARIE DEDON DECEMBER 28, 2022
In Re: Blue Flame Gas Company of LA, LLC, Charles Ray Dedon,
Sr., and Linda Marie Dedon, applying for supervisory
writs, 22nd Judicial District Court, Parish of
Washington, No. 117005.
BEFORE : WELCH, PENZATO, AND LANIER, JJ.
STAY LIFTED; WRIT GRANTED. The district court’s December
15, 2022 judgment which granted the motion for appointment of a
liquidator and appointed a liquidator is reversed. Dissolution
of Blue Flame Gas Company of LA, LLC did not occur pursuant to
the terms of Section 11.1 of the operating agreement. The
evidence was uncontroverted that Charles Dedon, Sr. and Linda
Dedon agreed to continue the business of the company within
ninety days following the death of James Bateman. We find that
Charles Dedon, Sr. and Linda Dedon were the remaining LLC
interests following the death of James Bateman. Section 7.2 of
the operating agreement provides that if an LLC Interest is
transferred, the transferee shall have no rights in nor may
participate in the management or operation of the business and
affairs of the company, without the consent of the LLC
Interests, excluding the member whose interest is assigned or
transferred.
La. R.S. 12:1335 provides for judicial dissolution on
application by or for a member. Plaintiff admits she is not a
member of the company. Owners of an LLC, unless they are also
members of the LLC or as otherwise provided in the corporate
documents, cannot petition for dissolution of the LLC and
liquidation of its assets, because only members of the LLC can
apply to the court for judicial dissolution pursuant to La. R.S.
12:1335. See Schauf v. Schauf, 51,919 (La. App. 2d Cir.
4/25/18), 247 So.3d 172. The motion to appoint liquidator filed
by plaintiff is denied.
COURT OF APPEAL, FIRST CIRCUIT
aca)
DEPUTY CLERK OF COURT
FOR THE COURT