Court of Appeals of Missouri, Eastern District, Second Division
PETER A. NICOLAZZI, Appellant,
LAURA L. BONE, Respondent.
from the Circuit Court of the City of St. Louis Honorable
Bryan L. Hettenbach
S. ODENWALD, JUDGE.
A. Nicolazzi ("Nicolazzi") appeals the trial
court's judgment in favor of Laura L. Bone
("Bone") on Nicolazzi's declaratory-judgment
action challenging Bone's status as a member of the Young
in Spirit Adult Daycare, LLC (the "LLC"). Because
filing a petition for declaratory judgment to determine LLC
member status does not constitute an act of withdrawal under
Section 347.123(4)(c),  we reverse the judgment of the trial
court and remand with instructions to enter judgment
consistent with this opinion.
and Procedural History
issue on appeal is purely a question of statutory
interpretation. Because this Court previously has reviewed
the facts of the case in an earlier opinion, we provide a
limited overview of the case's history here.
and Bone executed an operating agreement to form the LLC in
September 2005. The operating agreement does not contain any
provisions regarding withdrawal.
28, 2011, Nicolazzi filed a petition seeking a declaratory
judgment to determine Bone's member status. Nicolazzi
alleged in his petition that Bone wrongfully used LLC funds
for her own personal use. The petition also sought an
accounting of the LLC and a constructive trust. Bone filed a
counterclaim alleging breach of contract for failure to make
the required capital contribution or to perform management
duties, breach of fiduciary confidentiality, and fraudulent
case proceeded to trial. The trial court entered judgment in
favor of Bone on November 1, 2017. Among other findings, the
trial court found that Bone was the sole remaining member of
the LLC and divested Nicolazzi of his interest in the LLC.
appealed. This Court affirmed the trial court's judgment
except on two issues: whether Nicolazzi breached the
operating agreement by attempting to sell his interest in the
LLC and whether Nicolazzi withdrew from the LLC. Regarding
the latter, this Court found no other actions by Nicolazzi
constituted withdrawal under the terms of the operating
agreement, including his breaching the operating agreement by
failing to make his initial capital contribution, but
remanded the case with instructions for the trial court to
determine whether Nicolazzi's filing of his petition
constituted a statutory "event of withdrawal"
pursuant to Section 347.123(4)(c). Nicolazzi v.
Bone, 564 S.W.3d 364, 375 (Mo. App. E.D. 2018). On
remand, the trial court, with minimal explanation, held that
Nicolazzi's filing of his petition did constitute
withdrawal from the LLC under Section
347.123(4)(c). Nicolazzi now appeals.
sole point on appeal, Nicolazzi argues that the trial court
erred in granting judgment to Bone because it misapplied the
law in finding that Nicolazzi's act of filing the
petition was an act of withdrawal from the LLC under Section
review questions of statutory interpretation de novo.
Ivie v. Smith, 439 S.W.3d 189, 202 (Mo. banc 2014)
(internal citation omitted). Accordingly, we "review
the trial court's determination independently, without
deference to that court's conclusions." Pearson