Fee Clause Interpretation: Successor Trustee Of Decedent LLC Member Entitled To Recover Attorney’s Fees As Prevailing Party In Litigation Against The LLC

Although Successor Trustee Was Not A Member Within the Operating Agreement’s Definition, His Status As Deceased Member’s Legal Representative Exercising Membership Rights Qualified Him For Fees Under The Operating Agreement.

            In Premiere Raspberries, LLC v. Dutra, Case No. H045594 (6^th Dist. May 14, 2020) (unpublished), the Sixth District affirmed an attorney’s fees award to the successor trustee of a limited liability company’s deceased member, with the successor trustee decedent’s rights under the LLC operating agreement.  Although determining that successor was not a “member” under the operating agreement, fee entitlement was existent because successor qualified as a legal representative exercising membership rights—a status allowing recovery of fees in the amount of $16,612.50.  In the process, the appellate court provided a good discussion of California LLC statutes, both the Beverly-Killea Limited Liability Company Act and the subsequent California Revised Uniform Limited Liability Company Act.