Vincelette v. Court

Vincelette v. Court, 2026 NCBC 64. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION IREDELL COUNTY 24CVS001161-480 AMY VINCELETTE, individually and derivatively on behalf of Wellspring Nurse Source, LLC, Plaintiff, v. KELLY COURT; MELISSA PEIRCE; and WELLSPRING NURSE ORDER AND OPINION ON MOTIONS SOURCE, LLC, FOR SUMMARY JUDGMENT Defendants, v. WELLSPRING NURSE SOURCE, LLC, Nominal Defendant. 1. THIS MATTER is before the Court upon Plaintiff’s Amended Motion for Partial Summary Judgment (“Plaintiff’s Motion”) filed on 23 January 2026 and Defendants’ Motion for Partial Summary Judgment (“Defendants’ Motion”) filed on 26 January 2026 pursuant to Rule 56 of the North Carolina Rules of Civil Procedure (the “Rule(s)”), in the above-captioned case. 1 2. Having considered Plaintiff’s Motion and Defendants’ Motion, the parties’ briefs and materials offered in support of and in opposition to each Motion, the arguments of counsel at the hearing on the Motions, and other appropriate matters 1 Pl.’s Am. Mot. Partial Summ. J. [hereinafter, “Pl.’s MSJ”], ECF No. 107; Defs.’ Mot. Partial Summ. J. [hereinafter, “Defs.’ MSJ”], ECF No. 116. of record, the Court hereby GRANTS in part and DENIES in part Plaintiff’s Motion and GRANTS in part and DENIES in part Defendants’ Motion. Rayburn Cooper & Durham, P.A., by Ross R. Fulton and Ashley B. Oldfield, for Plaintiff Amy Vincelette. Womble Bond Dickinson (US) LLP, by Patrick G. Spaugh and Emmett J. Whelan, for Defendants Kelly Court and Melissa Peirce and Defendant/Nominal Defendant Wellspring Nurse Source, LLC. Shirley, Judge. I. FACTUAL AND PROCEDURAL BACKGROUND 3. While the Court does not make findings of fact on a motion for summary judgment, “it is helpful to the parties and the courts for the trial judge to articulate a summary of the material facts which he considers are not at issue and which justify entry of judgment.” Collier v. Collier, 204 N.C. App. 160, 161-62 (2010) (citation and quotation marks omitted). Accordingly, the following background, drawn from the undisputed evidence submitted by the parties, is intended only to provide context for the Court’s analysis and ruling and not to resolve issues of material fact. 4. Plaintiff Amy Vincelette (“Ms. Vincelette” or “Plaintiff”) and Defendants Melissa Peirce (“Ms. Peirce”) and Kelly Court (“Ms. Court”) are longtime business partners. 2 In 2001, Ms. Vincelette and Ms. Peirce founded an IT staffing company, 2 See generally Verified First Am. Compl. [hereinafter, “Am. Compl.”], ECF Nos. 53 (redacted), 55 (sealed); see also Am. Compl., The Wellspring Group, Inc. and Wellspring Nurse Source, LLC. v. Melissa T. Peirce and Jamie M. Peirce, Iredell County Superior Court 20- CVS-1389 [hereinafter, “Prior Lit. Am. Compl.”], ECF No. 38. The Prior Litigation was a mandatory complex business case previously before this Court. The Court may take judicial notice of the Prior Litigation among the parties. See Stocum v. Oakley, 185 N.C. App. 56, 61 (2007) (“Trial courts may properly take judicial notice of its own records in any prior or Wellspring Group, Inc. (“Wellspring Group”). 3 Ms. Vincelette and Ms. Peirce were the sole and equal owners of the company. 4 5. Ms. Vincelette and Ms. Peirce later joined Ms. Court to start Defendant Wellspring Nurse Source, LLC (“Nurse Source”), a healthcare professional staffing business. 5 Nurse Source is a member-managed limited liability company incorporated in Connecticut and headquartered in Iredell County, North Carolina. 6 6. On 1 January 2019, Ms. Vincelette, Ms. Court, and Ms. Peirce entered into the First Amended and Restated Operating Agreement of Wellspring Nurse Source, LLC (the “Operating Agreement”). 7 Pursuant to Schedule A to the Operating Agreement, Ms. Vincelette, Ms. Court, and Ms. Peirce are the sole owners and Members 8 of Nurse Source, with Ms. Vincelette and Ms. Court each holding a 33.33% membership and voting interest in Nurse Source and Ms. Peirce holding a 33.34% membership and voting interest. 9 At the time of the current action, the membership contemporary case when the matter noticed has relevance.”) (citation and quotation marks omitted). 3 Am. Compl. ¶¶ 5, 9. 4 Prior Lit. Am. Compl. ¶ 5; Index Exs. Pl.’s Br. Opp’n Defs.’ Mot. Disqualify Pl.’s Couns., Ex. A [hereinafter, “Vincelette Decl.”] ¶ 2, ECF No. 31; see also Am. Compl., Ex. D [hereinafter, “Settlement Agreement”], ECF Nos. 53.4 (redacted), 55.1 (sealed). 5 Am. Compl. ¶¶ 1–3, 8. 6 Am. Compl. ¶ 4. 7 First Am. Restated Operating Agreement of Wellspring Nurse Source, LLC [hereinafter, “Operating Agreement”], ECF No. 69.1. 8 As defined by the Operating Agreement. 9 Operating Agreement, Schedule A; see also Am. Compl. ¶ 10. composition of Nurse Source is at issue; Ms. Vincelette contends that she remains a Member of Nurse Source while Ms. Peirce and Ms. Court contend that she does not. 10 7. The current dispute originates from the settlement of prior litigation among the parties. 11 On 27 May 2020, Wellspring Group and Nurse Source commenced an action in Iredell County Superior Court against Ms. Peirce and her husband, Jamie Peirce, who served as Chief Financial Officer of Nurse Source and Wellspring Group until his termination in July 2020, (the “Prior Litigation”). 12 In the Prior Litigation, Wellspring Group and Nurse Source alleged that the Peirces had engaged in a years- long scheme to defraud and embezzle substantial sums from the companies. 13 8. During the Prior Litigation, on 26 June 2020, Ms. Court and Ms. Vincelette voted by two-thirds vote to terminate the Peirces as employees of Wellspring Group for “Cause” based on their “admitted misappropriation of company funds, gross negligence and willful misconduct.” 14 Pursuant to Section 11.14 of the Operating Agreement, 15 on 23 September 2020, Ms. Vincelette and Ms. Court notified Ms. Peirce 10 See, e.g., Am. Compl. ¶¶ 1, 115. 11 See Am. Compl. ¶¶ 9, 27, 42, 78–80, 93–101, 120; Settlement Agreement. 12 Am. Compl. ¶¶ 9, 11; see also Prior Lit. Am. Compl. ¶ 8. 13 Prior Lit. Am. Compl. ¶¶ 12–17; see also Am. Compl. ¶ 14. 14 Am. Compl. ¶ 20; Am. Compl., Ex. A, ECF No. 53.1. Plaintiffs claim that Ms. Court and Ms. Vincelette terminated the Peirces’ employment from both Wellspring Group and Nurse Source on 26 June 2020. However, Exhibit A appears to be Wellspring Group minutes; by itself, it does not clearly establish termination of the Peirces as Nurse Source employees. Regardless, a later written consent on 29 October 2020 confirmed that the Peirces’ employment with Nurse Source was terminated. See Am. Compl., Ex. C, ECF No. 53.3. 15 Section 11.14(a) of the Operating Agreement provides: that they were exercising their “right and option to purchase all of the Units owned by [Ms. Peirce] at fifty percent (50%) of the Appraised Value determined pursuant to Section 11.16(a)[.]” 16 Ms. Vincelette and Ms. Court affirmed their termination for Cause of Ms. Peirce and purchase of her Units at a duly called meeting on 12 October 2020 and by written consent on 29 October 2020, stating “Melissa Peirce and Jamie Peirce have misappropriated Company assets for their personal benefit and have grossly mismanaged the assets and finances of the company,” and that their conduct was “to the material detriment of the Company.” 17 9. On 21 January 2022, Wellspring Group, Nurse Source, and the Peirces entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) resolving the Prior Litigation. 18 Among other things, the Settlement Agreement required that, in exchange for payment of the Net Purchase Price (“NPP”), Ms. Peirce “assign, transfer, convey, and deliver to Nurse Source all Units of Nurse [I]n the event the Company terminates a Member’s employment for Cause . . ., then the Company and the Remaining Members shall have the exclusive right and option to purchase all or any portion of the Units owned by such Member at fifty percent (50%) of the Appraised Value determined pursuant to Section 11.16(a) to be payable in accordance with the terms set forth in Section 11.16(b). Notice of the exercise of the option granted pursuant to this Section 11.14 shall be given to (i) the Member within 90 days of the date on which the . . . Member’s employment is terminated by the Company[.] Operating Agreement § 11.14(a). 16 Am. Compl., Ex. B, ECF No. 53.2; see also Am. Compl. ¶ 21. 17 Am. Compl. ¶¶ 22–23; Am. Compl., Ex. C. 18 Am. Compl. ¶ 27; Settlement Agreement. Source that [Ms. Peirce] owns” and “withdraw and resign as a member, officer, employee and agent of Nurse Source.” 19 10. The Settlement Agreement required Nurse Source to pay $125,000 toward the NPP by 6 February 2023 and the remaining balance by 6 August 2023. 20 Nurse Source did not make the payments required under the Settlement Agreement. 21 11. In a 20 November 2022 email to Ms. Vincelette, Ms. Court stated she was “pulling the settlement agreement[.]” 22 On 5 June 2023, Ms. Court and Ms. Peirce executed an “Action by Written Consent of the Members” (the “5 June 2023 Written Consent”) and voted by an alleged two-thirds vote that purported to reinstate Ms. Peirce as a Manager and employee of Nurse Source to the extent that any prior termination had been effective. 23 Ms. Vincelette did not sign the 5 June 2023 Written Consent. 24 12. On 4 August 2023, Ms. Vincelette demanded that Nurse Source pay Ms. Peirce the NPP in accordance with the Settlement Agreement. 25 19 Settlement Agreement ¶ 3(a); Am. Compl. ¶¶ 28–29, 32–33. 20 Settlement Agreement ¶ 3(d). 21 Am. Compl. ¶ 42; Br. Supp. Defs.’ MSJ 6–7. 22 Am. Compl. ¶ 42; Am. Compl., Ex. R, ECF No. 53.18. 23 Am. Compl. ¶¶ 78–85; Am. Compl., Ex. M, ECF No. 53.13. 24 Am. Compl., Ex. M. 25 Am. Compl. ¶¶ 93–95; Am. Compl., Ex. N, ECF No. 53.14.  13. The next business day, Ms. Court and Ms. Peirce executed an “Action by Written Consent of the Members” dated 7 August 2023 (the “7 August 2023 Written Consent”) purporting to terminate Ms. Vincelette’s employment for Cause. 26 The 7 August 2023 Written Consent also stated that Nurse Source, Ms. Court, and Ms. Peirce intended “to exercise the right and option to purchase all of the Units owned by Ms. Vincelette at 50% of the Appraised Value[.]” 27 14. Ms. Court and Ms. Peirce thereafter sent Ms. Vincelette a $140,000 check, claiming that it constituted payment for 50% of the Appraised Value of Ms. Vincelette’s interest in Nurse Source. 28 Ms. Vincelette rejected and returned the $140,000 check to Ms. Court. 29 It is undisputed that Ms. Vincelette was not a paid employee of Nurse Source when Ms. Court and Ms. Peirce executed the 7 August 2023 Written Consent. 30 15. The parties dispute whether Ms. Vincelette’s lack of employment rendered the 7 August 2023 Written Consent ineffective under the Operating Agreement. 31 26 Am. Compl. ¶¶ 96–101; Am. Compl., Ex. O, ECF No. 53.15. 27 Am. Compl., Ex. O. 28 Am. Compl. ¶ 103; Answer ¶ 103, ECF No. 93. 29 Am. Compl. ¶ 114. 30 Am. Compl. ¶ 179; Answer ¶ 179. 31 Pl.’s Mem. Law Supp. Pl.’s Am. Mot. Partial Summ. J. [hereinafter, “Mem. Supp. Pl.’s MSJ”] 9–13, ECF No. 108; Defs.’ Opp’n Pl.’s Am. Mot. Partial Summ. J. [hereinafter, “Opp’n Pl.’s MSJ”] 5–11, ECF No. 121. The parties also dispute whether Ms. Peirce possessed voting rights when she joined Ms. Court in executing the 7 August 2023 Written Consent. 32 16. Between November 2022 and February 2023, Wellspring Group transferred $275,000 to Nurse Source. 33 The parties agree that Nurse Source owes Ms. Vincelette at least $258,000 arising from those transfers. 34 The parties further agree that the intercompany transfers did not include written repayment terms. 35 17. The parties dispute whether Ms. Court agreed that Nurse Source would pay Wellspring Group $72,500 to share equally in a $145,000 offset reflected in the Settlement Agreement. 36 They also dispute whether Ms. Court’s management of Nurse Source’s accounts receivable and Ms. Peirce’s reinstatement injured Nurse Source or instead benefited it. 37 18. On 17 November 2023, Ms. Vincelette made a written derivative demand on Nurse Source to “enforce, realize, and fulfill Nurse Source’s rights and obligations under the Settlement Agreement and to investigate and take suitable action 32 Mem. Supp. Pl.’s MSJ 13–17; Opp’n Pl.’s MSJ 11–17. 33 Am. Compl. ¶ 126; Answer ¶ 126. 34 Mem. Supp. Pl.’s MSJ 8–9; Opp’n Pl.’s MSJ 3; Mem. Supp. Pl.’s MSJ, Ex. 1 – Peirce Dep. 189:1–9, ECF No. 107.2; Mem. Supp. Pl.’s MSJ, Ex. 3 – Court Dep. 90:23–91:1, ECF No. 107.4. 35 Opp’n Pl.’s MSJ 4; Defs.’ Br. Supp. Mot. Partial Summ. J., Ex. 1 – Vincelette Dep. 77:7–21, ECF No. 117.2; Br. Supp. Defs.’ MSJ, Ex. 6 – Brian Vincelette Dep. 25:9–11, ECF No. 117.7. 36 Am. Compl. ¶ 135; Defs.’ Br. Supp. Mot. Partial Summ. J. [hereinafter, “Br. Supp. Defs.’ MSJ”] 19–20, ECF No. 117; Pl.’s Resp. Opp’n Defs.’ Mot. Partial Summ. J. [hereinafter, “Opp’n Defs.’ MSJ”] 17–19, ECF Nos. 124 (redacted), 126 (sealed). 37 Br. Supp. Defs.’ MSJ 10–15; Opp’n Defs.’ MSJ 9–12. regarding any corporate malfeasance and unlawful conduct by Kelly Court and Melissa Peirce, specifically including their collusive efforts to deprive Nurse Source of its rights under the Settlement Agreement and Amy Vincelette of her rights as a Member of Nurse Source.” 38 No evidence or argument was presented by the Defendants that Nurse Source took the action requested in Ms. Vincelette’s derivative demand. 39 19. On 16 April 2024, Ms. Vincelette, individually and derivatively on behalf of Nurse Source, filed the complaint initiating the current action. 40 Ms. Vincelette filed the Verified First Amended Complaint on 27 November 2024. 41 20. Defendants filed a Partial Motion to Dismiss on 3 January 2025. 42 On 30 July 2025, the Court entered an Order and Opinion on Defendants’ Partial Motion to Dismiss Plaintiff’s First Amended Complaint, dismissing part of Plaintiff’s First Derivative Cause of Action for Declaratory Judgment, Third Derivative Cause of Action for Breach of Contract as asserted against Ms. Court, Fourth Derivative Cause of Action for Injunctive Relief, and part of the First Individual Cause of Action for Declaratory Judgment. 43 38 Am. Compl. ¶ 120; Derivative Demand, ECF Nos. 136.2 (sealed), 136.1 (redacted). 39 Am. Compl. ¶ 122. 40 Verified Compl., ECF Nos. 3 (sealed), 4 (redacted). 41 Am. Compl. 42 Defs.’ Partial Mot. Dismiss Pl.’s First Am. Compl., ECF No. 67. 43 Defs.’ Partial Mot. Dismiss Pl.’s First Am. Compl., ECF No. 67; Order & Op. Defs.’ Partial Mot. Dismiss Pl.’s First Am. Compl. [hereinafter, “Mot. Dismiss Order”], ECF No. 90.  21. On 23 January 2026, Ms. Vincelette voluntarily dismissed her Fifth Individual Cause of Action for Conversion as to Ms. Court, and Seventh Individual Cause of Action for Violation of Conn. Gen. Stat. § 34-255i(a). 44 22. On 23 January 2026, Ms. Vincelette filed her Amended Motion for Partial Summary Judgment. 45 On 26 January 2026, Defendants filed their Motion for Partial Summary Judgment. 46 After full briefing, the Court held a hearing on Plaintiff’s Motion and Defendants’ Motion on 12 May 2026 (the “Hearing”), at which all parties were represented by counsel. 47 The Motions are now ripe for resolution. II. LEGAL STANDARD 23. Under Rule 56(c), “[s]ummary judgment is appropriate ‘if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that any party is entitled to a judgment as a matter of law.’” Da Silva v. WakeMed, 375 N.C. 1, 10 (2020) (quoting N.C. R. Civ. P. 56(c)). “A genuine issue of material fact is one that can be maintained by substantial evidence.” Curlee v. Johnson, 377 N.C. 97, 101 (2021) (cleaned up). “Substantial evidence is such relevant evidence as a reasonable mind might accept as adequate to support a conclusion and means more 44 Notice Voluntary Dismissal Without Prejudice Individual Claim Five as to Kelly Court and Individual Claim Seven, ECF No. 113. 45 Pl.’s MSJ. 46 Defs.’ MSJ. 47 Notice Hr’g, ECF No. 134. than a scintilla or a permissible inference[.]” DeWitt v. Eveready Battery Co., 355 N.C. 672, 681 (2002) (cleaned up). “An issue is material if, as alleged, facts ‘would constitute a legal defense, or would affect the result of the action or if its resolution would prevent the party against whom it is resolved from prevailing in the action.’” Bartley v. City of High Point, 381 N.C. 287, 292 (2022) (quoting Koontz v. City of Winston-Salem, 280 N.C. 513, 518 (1972)). “When considering a motion for summary judgment, the trial judge must view the presented evidence in a light most favorable to the nonmoving party.” Belmont Ass’n v. Farwig, 381 N.C. 306, 310 (2022) (quoting Dalton v. Camp, 353 N.C. 647, 651 (2001)). 24. “The party seeking summary judgment bears the initial burden of demonstrating the absence of a genuine issue of material fact.” Liberty Mut. Ins. Co. v. Pennington, 356 N.C. 571, 579 (2002). The movant may meet this burden either (1) “by proving an essential element of the opposing party’s claim does not exist, cannot be proven at trial, or would be barred by an affirmative defense,” or (2) “by showing through discovery that the opposing party cannot produce evidence to support an essential element of [its] claim[.]” Dobson v. Harris, 352 N.C. 77, 83 (2000) (cleaned up). If the movant meets its burden, “the burden shifts to the nonmoving party to produce a forecast of evidence demonstrating that the nonmoving party will be able to make out at least a prima facie case at trial[.]” Cummings v. Carroll, 379 N.C. 347, 358 (2021) (cleaned up); see also N.C. R. Civ. P. 56(e) (“[A]n adverse party may not rest upon the mere allegations or denials of his pleading, but his response, by affidavits or as otherwise provided in this rule, must set forth specific facts showing that there is a genuine issue for trial.”). 25. “For affirmative summary judgment on a party’s own claim, the burden is heightened.” Futures Grp. v. Brosnan, 2023 NCBC LEXIS 7, at *4 (N.C. Super. Ct. Jan. 19, 2023). The movant “must show that there are no genuine issues of fact, that there are no gaps in his proof, that no inferences inconsistent with his recovery arise from the evidence, and that there is no standard that must be applied to the facts by the jury.” Parks Chevrolet, Inc. v. Watkins, 74 N.C. App. 719, 721 (1985); accord Kidd v. Early, 289 N.C. 343, 370 (1976). Consequently, “rarely is it proper to enter summary judgment in favor of the party having the burden of proof.” Blackwell v. Massey, 69 N.C. App. 240, 243 (1984). III. ANALYSIS 26. Plaintiff moves for summary judgment on her remaining First Derivative Cause of Action for Declaratory Judgment, remaining First Individual Cause of Action for Declaratory Judgment, Second Individual Cause of Action for Breach of Contract against Ms. Court and Ms. Peirce, Fourth Individual Cause of Action for Breach of Contract against Nurse Source, and Eighth Individual Cause of Action for Breach of Operating Agreement against Nurse Source. 48 27. Defendants move for summary judgment on Plaintiff’s remaining First Derivative Cause of Action for Declaratory Judgment, Second Derivative Cause of 48 Pl.’s MSJ. Action for Breach of Fiduciary Duty, remaining Third Derivative Cause of Action for Breach of Contract, remaining Fourth Derivative Cause of Action for Specific Performance, Fifth Derivative Cause of Action for Civil Conspiracy, First Individual Cause of Action for Declaratory Judgment as to the request that Ms. Peirce could not vote on Ms. Vincelette’s termination, Fourth Individual Cause of Action for Breach of Contract, Sixth Individual Cause of Action for Unjust Enrichment, Eighth Individual Cause of Action for Breach of Operating Agreement, and Ninth Individual Cause of Action for Breach of Fiduciary Duty. 49 Defendants also move the Court for summary judgment on Plaintiff’s request for punitive damages, and on the issue of the applicability of Section 9.1(b) of the Operating Agreement to Plaintiff’s claims against Ms. Court and Ms. Peirce. 50 28. The Court will take up each claim and issue in turn. A. First Derivative Cause of Action 29. Two components of the First Derivative Cause of Action remain: (a) whether the 5 June 2023 Written Consent purporting to reinstate Ms. Peirce was invalid and without effect, and (b) whether Melissa Peirce and Jamie Peirce must reimburse Nurse Source for compensation and benefits received after that date. 51 49 Defs.’ MSJ. 50 Defs.’ MSJ. 51 Am. Compl. ¶¶ 146–48; Mot. Dismiss Order. ¶¶ 75(a), (e).  30. Plaintiff seeks partial summary judgment only on the first of these remaining components. 52 Defendants seek summary judgment on both remaining components of the claim. 53 31. The North Carolina Declaratory Judgment Act authorizes the Court to determine questions concerning the construction or validity of a contract and to declare the parties’ rights, status, and legal relations under that contract. N.C. Gen. Stat. § 1-254. The Court must first inquire whether Ms. Peirce’s membership was terminated before the 5 June 2023 Written Consent. 32. Plaintiff argues that Ms. Peirce’s dissociation from Nurse Source occurred when her employment was terminated for Cause by an affirmative vote of two of the three Members under Sections 5.4 and 11.14 of the Operating Agreement, and thereafter Ms. Peirce only held transferee rights. 54 33. Defendants contend that the 2020 actions terminated only Ms. Peirce’s employment, not her membership, and that Ms. Peirce remained a voting Member until Nurse Source paid the NPP under the Settlement Agreement. 55 34. The Operating Agreement provides that it “shall be interpreted in accordance with the laws of the State of Connecticut.” 56 Under Connecticut law, 52 Mem. Supp. Pl.’s MSJ 9–17. 53 Br. Supp. Defs.’ MSJ 4–10. 54 Mem. Supp. Pl.’s MSJ 13–17. 55 Defs.’ Opp’n Pl.’s Mot. Partial Summ. J. [hereinafter, “Opp’n Pl.’s MSJ”] 11–14, ECF No. 121. 56 Operating Agreement § 14.6. interpretation of an LLC operating agreement is ordinarily a question of contract interpretation that turns on the parties’ intent. Rubin v. Brodie, 228 Conn. App. 617, 648 (2024) (citing Fischer v. People’s United Bank, N.A., 216 Conn. App. 426, 438 (2022)). “The intention of the parties to a contract is to be determined from the language used interpreted in the light of the situation of the parties and the circumstances connected with the transaction. The question is not what intention existed in the minds of the parties but what intention is expressed in the language used . . . . The words used by the parties must be accorded their common meaning and usage where they can be sensibly applied to the subject matter of the contract . . . .” Radding v. Freedom Choice Mortg., LLC, 76 Conn. App. 366, 370 (2003) (citing Anderson v. Pension & Retirement Board, 167 Conn. 352, 354–56 (1974)). 35. Whether contractual language is ambiguous presents a question of law for the Court. Clinton v. Aspinwall, 352 Conn. 597, 619 (2025). “A contract is unambiguous when its language is clear and conveys a definite and precise intent.” Cruz v. Visual Perceptions, LLC, 311 Conn. 93, 102–03 (2014). “[A] contract is ambiguous if the intent of the parties is not clear and certain from the language of the contract itself . . . If the language of the contract is susceptible to more than one reasonable interpretation, the contract is ambiguous.” Id. at 103. 36. Sections 5.4(c) and 11.14 of the Operating Agreement address related but distinct subjects. Section 5.4(c) requires a two-thirds vote for the “[t]ermination of any Member for Cause.” 57 The provision does not refer to employment. Section 11.14, 57 Operating Agreement § 5.4(c). in contrast, applies when the Company terminates a Member’s employment for Cause, in which case, it affords Nurse Source and the remaining Members an option to acquire the affected Member’s Units at fifty percent of Appraised Value. 58 37. Section 11.14(c) defines “Cause” expressly “[f]or purposes of this Section 11.14.” 59 The Operating Agreement contains no cross-reference incorporating that definition into Section 5.4(c), and Section 11.14 does not purport to limit Section 5.4(c)’s reference to the termination of “any Member.” 38. The Court therefore concludes that Section 5.4(c) independently authorizes the termination of a Member for Cause upon the requisite two-thirds vote. Reading Section 5.4(c) to apply only to a termination of employment would add language the parties did not include and would fail to give independent effect to its reference to the termination of “any Member.” Section 11.14 does not alter that conclusion. Rather, it provides a separate employment-related purchase mechanism that may follow termination of a Member’s employment for Cause. The purchase option created by Section 11.14 does not define whether a Member has been terminated under Section 5.4(c), and it does not state that a completed purchase is a prerequisite to a valid termination of membership. 39. This interpretation conforms with the Connecticut Uniform Limited Liability Company Act. A person is dissociated as a member when, among other events, an event specified in the operating agreement as causing dissociation occurs 58 Operating Agreement § 11.14. 59 Operating Agreement § 11.14(c). or the person is expelled as a member pursuant to the operating agreement. Conn. Gen. Stat. § 34-263a(2)–(3). Dissociation terminates a person’s right to participate in the management and conduct of the LLC’s activities and affairs, and the person’s transferable interest is thereafter held solely as a transferee. Conn. Gen. Stat. § 34- 263b(a). 40. The undisputed record shows that, on 26 June 2020, Ms. Vincelette and Ms. Court took action concerning the Peirces’ employment and Ms. Peirce’s management role. 60 The June 26 minutes, however, do not cite Section 5.4, do not state that Ms. Peirce was terminated as a Member, or expelled, or dissociated from Nurse Source. 61 The 23 September 2020 notice expressly invoked Section 11.14, stated that Nurse Source had terminated Ms. Peirce’s employment for Cause, and gave notice of the exercise of the option to purchase Ms. Peirce’s Units. 62 Likewise, the 29 October 2020 Written Consent expressly addressed the termination of Ms. Peirce’s employment for Cause pursuant to Section 11.14. 63 41. The Court concludes that neither the June 2020 action, the September 2020 notice, nor the 29 October 2020 Written Consent terminated Ms. Peirce’s membership 60 Am. Compl., Ex. A. The June 26 minutes state that the Peirces would be terminated for Cause and that Ms. Peirce would be “immediately removed as a shareholder” and “prohibited from taking any further actions as a Manager of the company.” The June 26 minutes also state that, within ninety days of Peirce’s termination, Ms. Vincelette would determine whether to exercise the right to purchase Ms. Peirce’s interest pursuant to the Operating Agreement. 61 Am. Compl., Ex. A; see also Operating Agreement § 15.1. Definition of “Member.” 62 Am. Compl., Ex. B. 63 Am. Compl., Ex. C. in Nurse Source. These documents did not invoke Section 5.4(c), state that Ms. Peirce’s membership was terminated, or declare that she was expelled or dissociated from Nurse Source. 64 An action need not cite a particular contractual provision to be effective. See Zullo v. Smith, 179 Conn. 596, 603–05 (1980); Viking Construction, Inc. v. TMP Construction Group, LLC, 338 Conn. 361, 373–74 (2021). But when all of the relevant documents characterize the action taken as an employment termination under Section 11.14 and the exercise of an option to purchase Units, which never took place, the Court cannot reasonably construe those documents as also effecting a separate termination of membership under Section 5.4(c). 42. The June 26 minutes state that Ms. Peirce would be “immediately removed as a shareholder” and prohibited from taking further action as a Manager. 65 That language provides some evidence that Ms. Vincelette and Ms. Court intended to remove Ms. Peirce from the companies’ governance structure. It does not, however, state that Ms. Peirce was terminated as a “Member,” expelled, or dissociated from Nurse Source. This distinction is consequential. “Shareholder” is not a term used by the Operating Agreement to identify an owner of Nurse Source. 66 The Operating Agreement instead distinguishes among “Members,” “Interests,” and “Rights.” 67 The 64 Am. Compl. Exs. A, B, C. 65 Am. Compl., Ex. A. 66 Operating Agreement. 67 Operating Agreement § 15.1. June 26 Minutes do not objectively effect the separate contractual action required to terminate Ms. Peirce as a Nurse Source Member under Section 5.4(c). 43. The Settlement Agreement supports that Ms. Peirce was not later terminated as a Member of Nurse Source. The Settlement Agreement contemplated that, at Closing, Nurse Source would pay the NPP and Ms. Peirce would transfer her Units and withdraw and resign as a member, officer, employee, and agent of Nurse Source. 68 The Settlement Agreement was executed in January 2022 by Nurse Source, Wellspring Group, and the Peirces. 69 Its express terms demonstrate that the parties then understood Ms. Peirce to remain a Member whose withdrawal and resignation would occur only upon Nurse Source’s payment of the full NPP. It is undisputed that Nurse Source never made that payment. 44. Accordingly, Ms. Peirce remained a Member of Nurse Source and retained the voting and management rights under the Connecticut Uniform Limited Liability Company Act when the 5 June 2023 Written Consent was executed. Ms. Court and Ms. Peirce, as Members, had authority to employ or engage persons, including a Member, for the operation of Nurse Source. 70 Ms. Court and Ms. Peirce collectively held a 66.67% Voting Percentage when they executed the 5 June 2023 Written Consent. Plaintiff identifies no provision of the Operating Agreement requiring 68 Settlement Agreement § 3(a), (d). 69 Settlement Agreement. 70 Operating Agreement §§ 5.1(b)(vii), 5.4; Operating Agreement Schedule A; Am. Compl., Ex. M. unanimous consent to employ or reemploy a person who is a Member. The 5 June 2023 Written Consent was therefore valid. 45. Plaintiff’s remaining request that Ms. Peirce and her husband Jamie Peirce reimburse Nurse Source for all salary, benefits, and other compensation received after the purported reinstatement likewise fails. That request is premised on the contention that Ms. Peirce’s reinstatement was invalid and that all resulting compensation was consequently unauthorized. Because the Court concludes that Ms. Peirce remained a Member and that the 5 June 2023 Written Consent was valid, Plaintiff is not entitled to a declaration requiring reimbursement of compensation paid after that date. Moreover, Jamie Peirce is not a party to this action. The Court therefore lacks a basis in this claim to order relief against him personally. 46. This ruling addresses only Plaintiff’s request for reimbursement premised on the invalidity of the 5 June 2023 Written Consent and does not resolve whether compensation or benefits paid after that date may be recoverable as damages on any surviving fiduciary-duty theory. 47. Accordingly, Plaintiff’s Amended Motion for Partial Summary Judgment is DENIED as to the First Derivative Cause of Action. Defendants’ Motion for Partial Summary Judgment is GRANTED as to the remaining portions of that claim, which are DISMISSED with prejudice. 48. In light of this ruling, the Court need not reach the parties’ additional arguments concerning quasi-estoppel, judicial estoppel, or the legal effect of later filings and statements concerning Ms. Peirce’s membership status. B. Second Derivative Cause of Action 49. Plaintiff alleges that Ms. Court and Ms. Peirce breached fiduciary duties owed to Nurse Source by, among other things, depriving Nurse Source of the rights and benefits of the Settlement Agreement, reinstating Ms. Peirce, and using Nurse Source funds to pay their personal attorneys’ fees. 71 50. Defendants move for summary judgment on this claim. They acknowledge that Ms. Court and Ms. Peirce owed fiduciary duties to Nurse Source but contend that Plaintiff cannot establish that either Defendant advanced a personal interest to Nurse Source’s detriment, that Nurse Source sustained damages, or that any alleged damages were proximately caused by a fiduciary breach. 72 51. Connecticut law governs this derivative claim. 73 Members of a member- managed limited liability company owe the company duties of loyalty and care. Conn. Gen. Stat. § 34-255h(a). The duty of loyalty includes refraining from dealing with the company on behalf of a person with an adverse interest and from the appropriation of a company opportunity. Conn. Gen. Stat. § 34-255h(b). The duty of care requires members to discharge the duties in good faith, with care, and in the best interest of the company. Conn. Gen. Stat. § 34-255h(c). The Operating Agreement similarly protects a Member from liability for acts or omissions undertaken in good faith and 71 Am. Compl. ¶¶ 149–54. 72 Br. Supp. Defs.’ MSJ 10–15. 73 Operating Agreement § 14.6. within the Member’s authority, except for gross negligence, willful misconduct, or breach of the Operating Agreement. 74 52. As discussed above, Ms. Peirce remained a Member of Nurse Source and the 5 June 2023 Written Consent was valid. Plaintiff therefore cannot premise this claim solely on the proposition that Ms. Peirce’s reemployment was unauthorized. That conclusion does not resolve whether Defendants used their control of Nurse Source in bad faith or for personal benefit in deciding not to perform the Settlement Agreement, in managing company assets, or in causing Nurse Source to advance litigation expenses. 53. First, Defendants argue that Ms. Court cannot be liable for Nurse Source’s uncollected accounts receivable because Kelly Begue, as CFO, was responsible for collections. 75 Defendants rely on testimony that Ms. Vincelette attributed the issue largely to Begue, that Begue did not consider Ms. Court negligent, and that Ms. Vincelette could not identify a particular collection measure Ms. Court should have taken. 76 54. Plaintiff responds that Ms. Court was Nurse Source’s CEO and only employed managing Member and testified that she was responsible for ensuring that accounts receivable “got taken care of.” 77 Plaintiff further offers evidence that Ms. 74 Operating Agreement § 9.2. 75 Br. Supp. Defs.’ MSJ 10–11. 76 Br. Supp. Defs.’ MSJ 10–11. 77 Opp’n Defs.’ MSJ 10; Opp’n Defs.’ MSJ, Ex. 6 138:15–19, 192:2–193:23, ECF No. 125.2. Court was not consistently communicating with Begue while receivables accrued, that Begue remained employed for months after Ms. Vincelette’s removal, and that Ms. Court later retained her husband to collect receivables for a contingency fee. 78 55. This evidence creates a genuine dispute regarding Ms. Court’s responsibility for the collection efforts, the adequacy of her oversight, and whether any resulting loss was attributable to conduct outside the protection of Section 9.2 of the Operating Agreement. 56. Second, Defendants argue that Ms. Court did not breach her fiduciary duty by declining the proposed sale of Nurse Source. 79 They contend that Ms. Court rejected the transaction because of its terms, not because of a personal interest, and offered evidence that Ms. Vincelette herself considered the terms unfavorable. 80 57. Plaintiff does not identify evidence in response to this argument from which a factfinder could conclude that Ms. Court rejected the proposed sale to advance a personal interest at Nurse Source’s expense. 81 58. Defendants are therefore entitled to summary judgment to the extent the Second Derivative Cause of Action rests on Ms. Court’s refusal to sell Nurse Source. 59. Third, Defendants contend that Ms. Peirce’s reemployment cannot support a fiduciary-duty claim because no evidence shows that Defendants advanced personal 78 Opp’n Defs.’ MSJ 10; Opp’n Defs.’ MSJ, Ex. 6 96:17–21, 192:11–193:23; Opp’n Defs.’ MSJ, Ex. 7 102:13–104:7, ECF Nos. 125.3 (redacted), 126.1 (sealed). 79 Br. Supp. Defs.’ MSJ 12. 80 Br. Supp. Defs.’ MSJ 12; Br. Supp. Defs.’ MSJ, Ex. 9 131:1–133:2, ECF No. 171.10. 81 See generally Opp’n Defs.’ MSJ 9–12. interests to Nurse Source’s detriment or that Ms. Peirce’s employment injured Nurse Source. 82 60. Plaintiff responds that Ms. Peirce regained employment and Ms. Court gained assistance in operating Nurse Source. 83 Plaintiff further argues that whether rehiring Ms. Peirce, after her prior termination for Cause, damaged the company is a question for the factfinder. 84 61. The Court has concluded that Ms. Peirce remained a Member and that the 5 June 2023 Written Consent authorized her employment or reemployment with Nurse Source. That conclusion does not resolve whether the reemployment decision was made in good faith and in Nurse Source’s interests. There is a genuine dispute of material fact whether the decision benefited or injured Nurse Source. Summary judgment is therefore unwarranted on this theory. 62. Fourth, Defendants argue that they did not cause Nurse Source’s nonperformance under the Settlement Agreement. 85 They contend that Nurse Source lacked funds for the first payment due in February 2023, Ms. Vincelette declined to facilitate an intercompany transfer, and Ms. Court never instructed Begue 82 Br. Supp. Defs.’ MSJ 12. 83 Opp’n Defs.’ MSJ 12. 84 Opp’n Defs.’ MSJ 12. Plaintiff has not proffered evidence showing Ms. Peirce admitted to such wrongdoing. The parties do not dispute that Ms. Peirce’s employment was terminated for Cause. 85 Br. Supp. Defs.’ MSJ 12–14. not to make payment. 86 Defendants further assert that retaining Ms. Peirce as a Member benefited Nurse Source. 87 63. Plaintiff responds with evidence that Nurse Source had funds available by the August 2023 closing date, including funds available to purchase Vincelette’s interest and ERC funds received during the second half of 2023. 88 Plaintiff further argues that Nurse Source lost the opportunity to acquire Ms. Peirce’s Units at a significant discount. 89 64. This evidence on the record permits competing inferences regarding Nurse Source’s ability to perform, the reasons the Se