Brinkley v. MJM Wildlife, LLC

IN THE COURT OF APPEALS OF NORTH CAROLINA No. COA25-414 Filed 21 October 2026 Alexander County, No. 23CVS000399-010 JACK ISSAC BRINKLEY, Plaintiff, v. MJM WILDLIFE, LLC, Defendant. Appeal by Plaintiff from order entered 28 January 2025 by Judge L. Todd Burke in Alexander County Superior Court. Heard in the Court of Appeals 19 November 2025. Clodfelter Law, PLLC, by Attorney Christina Clodfelter, for plaintiff-appellant. Bell, Davis & Pitt, P.A., by Attorneys Carson D. Schneider and Alan M. Ruley, for defendant-appellee. STADING, Judge. This case concerns an action for judicial dissolution of a North Carolina limited liability company (“LLC”). Jack Brinkley (“Plaintiff”) is one of three members of MJM Wildlife, LLC (“Defendant”), which is a closely held family entity that owns real property located on Lake Norman. After motions for summary judgment were heard, the trial court dismissed the action. For the reasons below, we affirm.  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court I. Factual and Procedural Background On 12 September 2023, Plaintiff filed a complaint seeking judicial dissolution of Defendant, which is a North Carolina limited liability company with three members, one of which is Plaintiff. The complaint alleged that Defendant’s sole asset was a parcel of real property consisting of 6.2520 acres (the “Property”). While asserting that surrounding properties contain a variety of uses, the complaint maintained that Defendant’s Property was not actively being used for “any significant productive use.” The complaint also provided that Defendant does not generate any cash flow or earn income from the Property but instead incurs costs to maintain its sole asset. The complaint alleged that members were required to make capital contributions to cover the Property’s expenses. According to the complaint, the members have been unable to agree on how to both use the Property and continue to provide capital to maintain it. Additionally, the complaint alleged the following: 13. That Plaintiff Jack Brinkley is unable to productively use the property . . . in any productive way as the other members refuse to subdivide the property or change the nature and use of the property in any way. 14. That Plaintiff Jack Brinkley does not want to continue to allow the property to be used in a manner that is [sic] contrary to the property’s highest and best use, in a manner that requires members to make annual capital contributions to maintain the property, and produces no monetary benefit to ownership of the property. -2-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court 15. That Plaintiff has sought a buy-out of his interest in the LLC or a partition of the property such that Plaintiff would solely own a portion of the property. .... 18. That Plaintiff’s interest in the Defendant LLC is being harmed because Defendant’s sole asset continues not to be used according to its highest and best use and in a manner that the asset produces no monetary benefit. 19. That there is no reasonable alternative to judicial dissolution as the other members of the LLC have refused to purchase Plaintiff’s interest for the fair market value of Plaintiff’s interest or partition the property that is the LLC’s sole asset. 20. That liquidation of the Defendant LLC is reasonably necessary to protect the rights of Plaintiff. 21. That liquidation of the Defendant LLC is necessary to prevent the LLC’s single asset from being wasted. 22. That fairness and equity require that the LLC be dissolved. On 19 October 2023, Defendant filed an answer and a motion to dismiss, which was later denied. On 20 December 2024, Defendant filed a motion for summary judgment and an affidavit from Matthew McPherson, who was a “member and the manager of MJM Wildlife, LLC.” Mr. McPherson’s affidavit attached Defendant’s operating agreement as “Exhibit A.” In support of its motion for summary judgment, Defendant pointed to “the pleadings, depositions, written discovery responses, answers to interrogatories, and admission on file.” -3-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court On 6 January 2025, Plaintiff also filed a motion for summary judgment. Plaintiff’s motion for summary judgment stated it relied on: “1. Plaintiff’s Responses to Defendant’s First Set of Interrogatories, Request for Production of Documents, and Request for Admissions[;] 2. Defendant’s Responses to Plaintiff’s First Set of Interrogatories and Request for Production of Documents[;] 3. Deposition of Jack Brinkley[;] Deposition of Jennifer Brinkley[;] [and] 5. Affidavit of Jack Brinkley[.]” On 17 January 2025, Defendant moved to strike portions of Plaintiff’s affidavit on the grounds that it did not contain statements of “fact” based on “personal knowledge.” Both motions for summary judgment and the motion to strike were set to be heard on 27 January 2025. On 23 January 2025, in addition to Plaintiff’s own affidavit, Plaintiff submitted an affidavit of Tim Cress, an appraiser, with an attached appraisal report. Likewise, before the hearing, Defendant filed the following: (1) an affidavit of Jason Albert Walser, who was a friend and advisor of the LLC creator; (2) a supplemental affidavit of Mr. McPherson, the sole managing- member of the LLC; (3) an affidavit of Molly McPherson Weathers, the third member of the LLC; (4) an affidavit of Damon C. Bidenscope, an appraiser, with an attached appraisal; and (5) an affidavit of William T. Duffy, an appraiser, with an attached appraisal report. On 27 January 2025, the hearing began as follows: THE COURT: Good morning. What motion is this? -4-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court [DEFENDANT’S COUNSEL]: Your Honor, we have cross-motions for summary judgment. Plaintiff filed a motion in January. We represent the defendant, we filed in December. We also have a motion to strike an affidavit. THE COURT: All right. Defendant’s counsel then began by recounting that: The defendant LLC was formed in 2011 by Albert Schneider to own a piece of real estate on Lake Norman. He gifted three equal membership interests to his grandchildren in 2011. The LLC has the same three members today; Matt, Molly, and Jack. Matt is the sole manager. The plaintiff, Jack Brinkley, is one of the grandchildren. . . . He owns one- third share, just like his cousins. During its argument at the hearing, Defendant’s counsel contended that the operating agreement governed. According to Defendant, the operating agreement provided that “[t]he purpose and business of the company shall be to engage in the ownership, possession, enjoyment of real property, specifically including, but not limited to, the 6.25-acre parcel.” With that, Defendant’s counsel maintained that Plaintiff failed to show that “ownership, possession, and enjoyment means anything other than their common meanings[ ] . . . . And other evidence in the record shows that Mr. Schneider’s purpose in creating the LLC, and gifting membership interests to his grandchildren, was to preserve the property for future generations.” Pointing to Jennifer Brinkley’s deposition, Defendant asserted that, at the time of the LLC creation, Plaintiff’s mother signed the operating agreement on behalf -5-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court of Plaintiff, who was a minor at the time, in her capacity as a custodian under the North Carolina Uniform Transfers to Minors Act. During Mrs. Brinkley’s deposition, she admitted to understanding that when she signed the operating agreement, she agreed on Plaintiff’s behalf that Plaintiff would be “bound by and perform all the terms of the operating agreement.” Further, Defendant noted that Plaintiff admitted that the operating agreement is a contract that “binds the parties.” Once again turning to the operating agreement, Defendant explained that: The purpose is ownership, possession, and enjoyment of real property. Matt is the sole manager. Members don’t get to manage the company. The property cannot be sold or subdivided without consent of all of the members. And, as we just saw, Matt, Molly, Jack, and his mother all signed and agreed to the terms of the operating agreement. [Plaintiff] confirmed in his deposition that he understood the property couldn’t be sold without the consent of all the members. In addition, he confirmed that he was not the manager and he did not make business decisions for the company. So where does this lawsuit come from, Your Honor? We found this email in discovery. It’s from [Plaintiff’s] mother in March of 2023 to [Plaintiff’s counsel] and a person at Wells Fargo. She says, “I’m heading to Arlington to look at a condo with Jack. If I purchase it, proceeds from the lake property will reimburse me.” That is what this lawsuit is all about, Your Honor. [Plaintiff] wants to dissolve the LLC and have that real property sold to pay his mother back for his $850,000 condominium in Arlington, Virginia. And we took [Plaintiff] through this in his deposition, and he confirmed it. -6-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court [Plaintiff] was asked, “did you look at the condos with your mother in Arlington?” “Yes.” “Did you end up buying that condo?” “Yes.” “And did your mother give you money to buy that condo?” “A loan, yes.” “So she loaned you money to buy this condo, and you have an understanding that this is a loan that you will have to pay her back?” “Correct.” Now, in the email, she says, “Proceeds from the lake property will reimburse me.” “Yeah.” “Is that her plan or your plan or some combination?” “A combination.” “When did you guys make that plan?” “Around the time we bought the condo.” And continuing, [Plaintiff] was asked, “so as you sit here today, it’s your intent to use the proceeds from the sale of the lake property to pay back the loan your mother gave you?” Answer: “Correct.” So that’s why we have this lawsuit, Your Honor. [Plaintiff’s] mother loaned [Plaintiff], age 26, $850,000 to buy a condo in Arlington, Viriginia. And [Plaintiff] now -7-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court wants to dissolve the LLC and sell the property to pay his mother back. [Plaintiff’s] mother confirmed that plan. The following colloquy occurred when the trial court asked whether Plaintiff “even want[s] to be part of this LLC anymore? Does he still want to own an interest in it?”: [DEFENDANT’S COUNSEL]: No, he wants it dissolved, property sold. THE COURT: Well, why couldn’t the other members just not buy his interest out? [DEFENDANT’S COUNSEL]: They’ve tried. THE COURT: What does that mean? [DEFENDANT’S COUNSEL]: It means they haven’t been able to agree on a price. The trial court then heard from Plaintiff’s counsel. Plaintiff’s counsel began by stating that Plaintiff is from Iredell County, is currently in graduate school at George Mason, and has no intention on returning to Iredell County. Plaintiff’s counsel then asserted that Plaintiff “doesn’t want to own [the Property] anymore. He wants to put his money in something else. He doesn’t want to be held hostage owning something that he doesn’t have an interest in.” The trial court responded that: He’s just going to have to be patient. But if they don’t want to buy his interest out, that’s not the purpose of dissolution, just because he doesn’t want to own interest in it anymore, ma’am. Unless you can point me to some law to that effect, I’ll hear that. I know what the law is, I don’t – I understand what the facts are. Plaintiff’s counsel then contended that: -8-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court [T]here are expenses associated with the Property, that include property taxes, insurance, and the Secretary of State expenses. And every year, Mr. McPherson, who’s the sole manager of the property has sent an email. And he has requested funds from Mr. Brinkley in his capacity as the manager of the LLC. And he’s requested between – typically, somewhere between $3500 and $4,000 because this LLC has expenses. And so, every year [Plaintiff] is being asked to contribute financially to something that he doesn’t have an interest in. From there, Plaintiff maintained that according to the operating agreement, the LLC is a business. Plaintiff then argued that according to federal case law, a “business is not just owning land. Owning land and paying taxes is not business.” The trial court engaged in following colloquy: THE COURT: Do you have a case that if one party no longer wants interest in an LLC, they can force the other members of the LLC to purchase it? Do you have a case that dictates that? Because that’s what the facts are. [PLAINTIFF’S COUNSEL]: Judge, I have the -- I have two cases that I cited -- THE COURT: Yeah. But -- [PLAINTIFF’S COUNSEL]: -- but I don’t think-- THE COURT: Do you have a case as to which I’ve just described? Do you have a case that stands for that proposition, that they could be forced to buy his interest just because -- or the LLC can be dissolved just because [Plaintiff] no longer wants to have interest in it? [PLAINTIFF’S COUNSEL]: What I have, Judge, is not that -- not in those terms. What I have is the Meiselman case, and also another case that looks at those two statutory grounds and talks about when those two statutory grounds and the requirements of those grounds are met. And so, -9-  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court does it specifically say if one person wants his ownership interest to be sold? That’s not the case Judge. Plaintiff’s counsel then argued that the operating agreement in this case cannot be followed because there is no business and no source of income to pay expenses. It was also emphasized that the members cannot agree on the use of the Property. Specifically, Plaintiff’s counsel asserted that Plaintiff wishes to use the Property in a productive manner, rather than merely recreational use that generates no income and is “sitting there incurring expenses that have to be paid.” By attempting to analogize the LLC to a corporation, Plaintiff’s counsel then argued that judicial dissolution is reasonably necessary to protect Plaintiff’s interest. At the end of Plaintiff’s argument, the hearing concluded as follows: THE COURT: All right. I get the picture. So, Counsel, this seems like this is beyond just a disagreement. It seems like they’re deadlocked as to what to do with the property. Is there a plan to develop the property? What do they do with the property? Why – how far are they apart as far as you try to divide this interest? What are they doing so that they don’t have to use their personal income to pay these taxes, rather than there being some business on the property that would pay the business expense related to the LLC? [DEFENDANT’S COUNSEL]: Yeah. There is no deadlock, Your Honor, because it is a three-member LLC, and two of the three agree that it should be used just exactly as the operating says it should be used; enjoyed by the family, possessed by the family, not sold. The operating agreement talks about developing it and says, sure, you can develop it, sell it, partition it, divide - 10 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court it, if everybody agrees. But it takes a unanimous agreement from every person. That is not here. If I could respond to just a couple of -- THE COURT: Sure. [DEFENDANT’S COUNSEL]: -- the things that [Plaintiff’s] counsel said. She said that there is no source of income to pay the expenses. Well, here is the affidavit of Matt McPherson. Molly submitted a similar affidavit. As you will see, it says the annual expenses of property taxes, the filing fee for the annual report, insurance, and electricity. Every year from 2011 to 2022, Your Honor, the members voluntarily paid a third of the expenses, including [Plaintiff]. Then in 2023 when [Plaintiff] bought the condo, [Plaintiff] decided he didn’t want to pay a third. And so you know what has happened, they’ve paid it. Matt and Molly have paid it. The company has gone on operating just like it has since 2011, so there’s no -- THE COURT: All right. I’m going to allow your motion to suppress and deny your motion to suppress. If you will prepare an order, Counsel. [DEFENDANT’S COUNSEL]: I have an order, Your Honor. THE COURT: All right. [DEFENDANT’S COUNSEL]: And on the motion to strike, Your Honor, I just said, “The Court has not considered inadmissible portions of the affidavit of [Plaintiff]. And accordingly, defendant’s motion to strike that affidavit is denied as moot.” THE COURT: So noted. Thank you, Counsel. [DEFENDANT’S COUNSEL]: Thank you, Your Honor. Plaintiff timely appealed. - 11 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court II. Analysis On appeal, Plaintiff contends that the trial court erred by granting summary judgment for Defendant and against Plaintiff. Further, Plaintiff contends that the trial court erred by entering an order inconsistent with judgment rendered in open court. That is, Plaintiff maintains that the trial court erred by ordering summary judgment when, at the hearing, the trial court stated: “I’m going to allow your motion to suppress and deny your motion to suppress.” For the reasons below, we conclude that both contentions are meritless. A. Summary Judgment First, Plaintiff argues that the trial court erred by granting summary judgment for Defendant and against Plaintiff. Specifically, Plaintiff maintains the trial court erred because it is not practicable to conduct the LLC in conformity with the operating agreement. Plaintiff also maintains that liquidation is necessary to protect his rights and interests. We address each contention in turn. This case presents cross-motions for summary judgment. N.C. Gen. Stat. § 1A- 1, Rule 56 (2025) provides the rules and procedures pertaining to summary judgment in North Carolina. Rule 56 states that summary judgment “shall be rendered forthwith 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.” N.C. Gen. Stat. § 1A-1, Rule 56(c) (2025). - 12 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court “[A] fact is ‘material’ if it would constitute or irrevocably establish any material element of a claim or a defense.” Lowe v. Bradford, 305 N.C. 366, 369, 289 S.E.2d 363, 366 (1982). On the other hand, “[a] ‘genuine issue’ is one that can be maintained by substantial evidence.” Dobson v. Harris, 352 N.C. 77, 83, 83, 530 S.E.2d 829, 835, 835 (2000) (quoting Kessing v. Nat’l Mortg. Corp., 278 N.C. 523, 534, 180 S.E.2d 823, 830 (1971)); see generally DeWitt v. Eveready Battery Co., 355 N.C. 672, 681, 565 S.E.2d 140, 146 (2002) (“Substantial evidence is such relevant evidence as a reasonable mind might accept as adequate to support a conclusion and means more than a scintilla or a permissible inference[.]” (citation modified)). “The party moving for summary judgment bears the burden of bringing forth a forecast of evidence which tends to establish that there is no triable issue of material fact.” Creech v. Melnik, 347 N.C. 520, 526, 495 S.E.2d 907, 911 (1998); see also Liberty Mut. Ins. Co. v. Pennington, 356 N.C. 571, 579, 573 S.E.2d 118, 124 (2002) (“The party seeking summary judgment bears the initial burden of demonstrating the absence of a genuine issue of material fact.” (citation omitted)). “The movant is entitled to summary judgment . . . when only a question of law arises based on undisputed facts.” Daughtridge v. Tanager Land, LLC, 373 N.C. 182, 186, 835 S.E.2d 411, 415 (2019) (quoting Ussery v. Branch Banking & Tr., 368 N.C. 325, 335, 777 S.E.2d 272, 278 (2015)); see also Parkes v. Hermann, 376 N.C. 320, 323, 852 S.E.2d 322, 324 (2020). Indeed, the purpose of summary judgment “is to eliminate formal trials where only questions of law are involved.” Kessing, 278 N.C. at 534, 180 S.E.2d at 830. - 13 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court The showing required for summary judgment “may be accomplished 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 by showing through discovery that the opposing party cannot produce evidence to support an essential element of her claim.” Dobson, 352 N.C. at 83, 530 S.E.2d at 835; see also Bernick v. Jurden, 306 N.C. 435, 440–41, 293 S.E.2d 405, 409 (1982). “Generally[,] this means that on ‘undisputed aspects of the opposing evidential forecast,’ where there is no genuine issue of fact, the moving party is entitled to judgment as a matter of law.” Lowe, 305 N.C. at 369, 289 S.E.2d at 366 (citation omitted). That said, “all inferences of fact . . . must be drawn against the movant and in favor of the party opposing the motion.” Caldwell v. Deese, 288 N.C. 375, 378, 218 S.E.2d 379, 381 (1975) (citations omitted). In other words, “[t]he court must view the evidence presented by both parties in the light most favorable to the nonmoving party.” Wilmington Star-News v. New Hanover Reg’l Medical Ctr., 125 N.C. App. 174, 178, 480 S.E.2d 53, 55 (1997) (citation omitted). When “the moving party meets this burden, the non-moving party must in turn either show that a genuine issue of material fact exists for trial or must provide an excuse for not doing so.” Lowe, 305 N.C. at 369, 289 S.E.2d at 366. If a motion for summary judgment is made and supported as provided in Rule 56: [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 - 14 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court facts showing that there is a genuine issue for trial. If he does not so respond, summary judgment, if appropriate, shall be entered against him. N.C. Gen. Stat. § 1A-1, Rule 56(e) (2025). But “[i]f the moving party fails to meet his burden, summary judgment is improper regardless of whether the opponent responds. The goal of this procedural device is to allow penetration of an unfounded claim or defense before trial.” Lowe, 305 N.C. at 369, 289 S.E.2d at 366 (citation omitted). Similarly, “[i]f there is any question as to the credibility of witnesses or the weight of evidence, a summary judgment should be denied[.]” Kessing, 278 N.C. at 535, 180 S.E.2d at 830 (citation omitted). “The standard of review of an appeal from summary judgment is de novo.” Morrell v. Hardin Creek, Inc., 371 N.C. 672, 680, 821 S.E.2d 360, 366 (2018); see also Forbis v. Neal, 361 N.C. 519, 524, 649 S.E.2d 382, 385 (2007). “Likewise, whether the language of a contract is ambiguous is a question of law to be reviewed de novo.” Morrell, 371 N.C. at 680, 821 S.E.2d at 366; see generally N. Carolina State Bar v. Merrell, 243 N.C. App. 356, 370, 777 S.E.2d 103, 114 (2015) (“An operating agreement is a contract[.]”). “ ‘Under a de novo review, the court considers the matter anew and freely substitutes its own judgment’ for that of the lower tribunal.” Craig v. New Hanover Cnty. Bd. of Educ., 363 N.C. 334, 337, 678 S.E.2d 351, 354 (2009) (citations omitted). Again, “[a] ruling on a motion for summary judgment must consider the evidence in the light most favorable to the non-movant, drawing all inferences in the non-movant’s favor.” Morrell, 371 N.C. at 680, 821 S.E.2d at 366. However, as - 15 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court judicial dissolutions are discretionary, we review the trial court’s decisions to dissolve an LLC for abuse of discretion. See Chisum v. Campagna, 376 N.C. 680, 699, 855 S.E.2d 173, 187 (2021). Under this standard, the trial court will not be overturned for an abuse of discretion “in the absence of a showing that its ruling was manifestly unsupported by reason and could not have been the result of a reasoned decision.” Id. In this case, Plaintiff sought judicial dissolution of an LLC. With respect to judicial dissolution, the North Carolina Limited Liability Company Act (the “Act”) provides that: “If after a hearing the court determines that one or more grounds for judicial dissolution described in G.S. 57D-6-02 exist and the alternative to judicial dissolution under G.S. 57D-6-03(d) is not applicable, it may enter a decree dissolving the LLC . . . .” N.C. Gen. Stat. § 57D-6-05(a) (2025) (emphasis added). As discussed, the ultimate decision to judicially dissolve an LLC is discretionary and thus is reviewed for abuse of discretion. See Chisum, 376 N.C. at 699, 855 S.E.2d at 187. Turning to the grounds for judicial dissolution, the Act provides that: The superior court may dissolve an LLC in a proceeding brought by either of the following: (1) The Attorney General, if it is established that (i) the LLC obtained its articles of organization through fraud or (ii) the LLC continued to exceed or abuse the authority conferred on it by law 20 or more days after the date the Attorney General delivered to the LLC written notice of the LLC’s unauthorized acts. - 16 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court (2) A member, if it is established that (i) it is not practicable to conduct the LLC’s business in conformance with the operating agreement and this Chapter or (ii) liquidation of the LLC is necessary to protect the rights and interests of the member. N.C. Gen. Stat. § 57D-6-02 (2025). As discussed, Plaintiff asserts it is not practicable to conduct the LLC in conformity with the operating agreement and that liquidation is necessary to protect his rights and interests. We therefore consider both N.C. Gen. Stat. § 57D-6-02(2)(i) and (ii). 1. Practicability of Conducting the LLC With respect to whether “it is not practicable to conduct the LLC’s business in conformance with the operating agreement,” the North Carolina Supreme Court has held that “ ‘not practicable,’ as used in N.C.G.S. § 57D-6-02(2)(i), means unfeasible.” N.C. Gen. Stat. § 57D-6-02(2)(i); James H.Q. Davis Tr. v. JHD Props., LLC, 387 N.C. 19, 26, 910 S.E.2d 652, 658 (2025). In doing so, the Court elaborated that “ ‘practicable’ is synonymous with ‘feasible’ and does not mean simply ‘possible.’ Something may be possible but not feasible without extra time or resources in a certain circumstance. By that same logic, ‘not practicable’ is synonymous with ‘unfeasible’ and does not mean ‘impossible.’ ” Id. After reviewing persuasive authority, the Court adopted the following factors to determine whether it is “not practicable” for the managers to continue operating [an] LLC[ ] . . . : (1) whether the management of the company is unable or - 17 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court unwilling to work together to reasonably engage in or promote the purpose for which the company was formed; (2) whether there is deadlock between the managers [or members within a member-managed LLC]; (3) whether the operating agreement provides a means of navigating around such deadlock; (4) whether, due to the company’s financial position, there is still a business to operate; (5) whether continuing the company is financially feasible; and (6) whether a member or manager has engaged in misconduct. Id. at 29, 910 S.E.2d at 660. Notably, courts “are not constrained by any one factor and do not need to find that all of these factors apply to conclude that it is ‘not practicable’ to operate an LLC in accordance with its operating agreement.” Id. Instead, the Court noted that these factors should be weighed “to determine if judicial dissolution is an appropriate remedy.” Id. In James, a father established four trusts, one for each of his sons, and two LLCs as part of his estate plan. Id. at 20, 910 S.E.2d at 655. The LLCs owned approximately 68 acres of undeveloped land. Id. Each trust owned a 25% interest in both LLCs, and two of the brothers served as the LLCs’ managers. Id. “Under the nearly identical operating agreements . . . , neither LLC [could] take binding action without a majority of the managers coming to an agreement.” Id. Thus, the operating agreements “effectively require[d] unanimous agreement of the two managers.” Id. Additionally, the operating agreement provided that “[t]he purpose and business of the LLCs shall be to engage in the purchase, development, rental, ownership and sale - 18 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court of real property and in any other lawful business for which the limited liability companies may be organized under the Act.” Id. at 20–21, 910 S.E.2d at 655. The two managers disagreed on the use and disposition of the property held within the LLCs. Id. at 21, 910 S.E.2d at 655. One manager along with the two other members wished to sell the property, while the other manager consistently opposed selling to any outside party. Id. at 21, 910 S.E.2d at 656. The opposing manager believed that he had no obligation to consider or approve a sale and instead urged the LLCs to “ ‘stay the course with their existing businesses, consider new or additional types of business activities, or that the LLCs should negotiate a deal’ for him to purchase the [p]roperty.” Id. The manager who wished to sell sought judicial dissolution under N.C. Gen. Stat. § 57D-6-02(2)(i). Id. at 22, 910 S.E.2d at 656. After cross-motions for summary judgment were filed, the trial court granted plaintiffs’ motion since the managers of the LLCs were unable to agree “on the use or disposition of the Property and were unable to reach agreement for at least three years, that there was no mechanism in the [o]perating [a]greements to break the deadlock, that the LLCs had not conducted any economically useful activity since 2004, and that there was no way for the LLCs to conduct any business, realize any profit, or dispose of any assets so long as the unbreakable deadlock persisted.” Based on these findings, the Business Court concluded that it was not practicable to conduct the LLCs’ business in conformance with the [o]perating [a]greements, and therefore, judicial dissolution was appropriate. Id. at 22–23, 910 S.E.2d at 656–57 (citation modified). - 19 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court The North Carolina Supreme Court held that “[t]he absence of a mechanism to break the managerial deadlock present . . . made it “not practicable” for the managers to operate the LLCs in accordance with the [o]perating [a]greements.” Id. at 33, 910 S.E.2d at 663. First, the Court agreed with the trial court that the operating agreements showed the property “was to be used as an active real estate business in order to maximize its value.” Id. at 30, 910 S.E.2d at 661. It reasoned that the operating agreement’s active language providing “ ‘purchase, development, rental, ownership and sale’ clearly demonstrate that the estate plan was intended to be used to provide monetary value . . . through an active real estate business.” Id. The Court further reasoned that “[f]or these LLCs to engage in active use of the [p]roperty, there must at least be an opportunity for the LLCs to develop, rent, sell, or otherwise make use of the land.” Id. After reviewing the record, the Court concluded the evidence demonstrates that management “is unable or unwilling to work together to reasonably engage in or promote the purpose for which the company was formed”; that although both managers expressed a desire to resolve their disagreement, their actions prove otherwise with a resulting deadlock; and that the operating agreements “provide[d] no mechanism to break this deadlock” especially given its requirement of unanimous consent which placed the managers at an unbreakable impasse. Id. at 33, 910 S.E.2d at 662–63. Likewise, in Chisum, the North Carolina Supreme Court affirmed the dissolution of an LLC with the following findings of fact: - 20 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court a. The [defendants] and [the plaintiff] had no direct contact or communications with one another from approximately October of 2010, when [the plaintiff] walked out of the [members meeting of a third LLC], and the filing of [the] lawsuit in July 2016. b. The [defendants] treated [the plaintiff] as if his membership interests in [the LLCs] had been extinguished beginning in July 2012, but never communicated to [the plaintiff] that they considered his memberships terminated. [One of the defendants] admitted [the plaintiff] did not fail to meet a capital call or take any specific action which would have terminated [the plaintiff’s] membership in [one of the LLCs]. c. The [defendants] filed documents with the Secretary of State of North Carolina representing that [one of the LLCs] was dissolved without notifying [the plaintiff], seeking his consent, or making any distribution to [the plaintiff]. d. The [defendants] ceased providing [the plaintiff] with required report and financial information regarding [the LLCs]. e. [The plaintiff’s] wife . . . testified that she attempted to visit the [defendants’] offices sometime in 2012– 2013 to get information regarding the LLCs, but that [one of the defendants] ordered her to leave the premises in a threatening manner. Chisum, 376 N.C. at 714, 855 S.E.2d at 196. Given the “level of acrimony and distrust,” the trial court was “convinced that these parties could not ever again be associated with one another in a jointly owned business, let alone conduct the business of [the LLCs].” Id. at 714–15, 855 S.E.2d at 196–97. The North Carolina Supreme Court held there was “ample support for a determination that it is not - 21 -  BRINKLEY V. MJM WILDLIFE, LLC Opinion of the Court practicable to conduct the LLCs’ business in conformance with the operating agreement . . . and that the [trial court] properly ordered the judicial dissoluti