The lawsuit alleges two forms of "breach of contract" and twoforms of "breach of fiduciary duty," as well as two forms of"account stated," the latter meaning Harcourt's project-specificLLC allegedly has not paid in full its share of the costs to date.After reviewing Harcourt's motion to dismiss, Judge Dentondismissed all but the two "account stated" claims.

"With respect to the [defendant's] contention that the Complaintfails to state claims for breach of fiduciary duty, Defendant iscareful to point out that it is based on the relationship between anon-managing member, on the one hand, and the LLC and the othermembers, on the other. This would distinguish the LLC situationfrom a close corporation one where the law has become wellestablished that ordinarily, and in the absence of a statute,organizational provision, or shareholders' agreement to thecontrary, shareholders in a position of control do have a fiduciaryresponsibility to minority shareholders.

"In this case, the operating agreement…does not state theexistence of fiduciary duties of members inter se or to the LLC.The Court is thus persuaded by the line of cases cited by Defendantto the effect that under the circumstances alleged by Plaintiff toexist in this case – with reference, again, to the operatingagreement and to the managerial role of the Plaintiff Glen, Smith& Glen Development Company, LLC – there is no claim stated byPlaintiff, either directly or derivatively, for breach of fiduciaryduty."