Action for member oppression within a limited liability company (LLC) under the Michigan Limited Liability Act; MCL 450.4515; Accrual; MCL 600.5827; Trentadue v. Buckler Automatic Lawn Sprinkler Co.; Moll v. Abbott Labs; Connelly v. Paul Ruddy’s Equip. Repair & Serv. Co.; Larson v. Johns-Manville Sales Corp.; The three-year limitations period of MCL 450.4515(1)(e); Whether MCL 450.4515(1)(e) constitutes a statute of repose, a statute of limitations, or both; CTS Corp. v. Waldburger; O’Brien v. Hazelet & Erdal; Sills v. Oakland Gen. Hosp.; Detroit Gray Iron & Steel Foundries, Inc. v. Martin; Johnson v. Recca; Tolling pursuant to the fraudulent-concealment statute; MCL 600.5855; Baks v. Moroun; Estes v. Idea Eng’g & Fabricating, Inc.; “Willfully unfair & oppressive conduct”; MCL 450.4515(2); Statutory construction; Epps v. 4 Quarters Restoration LLC; Robinson v. Detroit; CTS Corp. v. Waldburger

Holding that MCL 450.4515(1)(e) provides alternative statutes of limitations, and that a cause of action for LLC member oppression accrues at the time an LLC manager has substantially interfered with the interests of a member as a member, the court found that the plaintiffs’ actions for damages under MCL 450.4515(1)(e) were barred by the three-year statute of limitations unless they were entitled to tolling. Thus, it affirmed in part, reversed in part, and remanded. Plaintiffs, former employees of ePrize who acquired ownership units in the company, brought various claims against defendants, including claims for LLC member oppression, breach of contract, and breach of fiduciary duty. The trial court granted defendants’ motion for summary disposition, concluding that plaintiffs’ claims were untimely. The Court of Appeals reversed, finding the gravamen of plaintiffs’ claims was for member oppression, and that the claims were timely filed. The high court disagreed. It held that “plaintiffs’ actions accrued in 2009 at the point at which they could first have sought a remedy under MCL 450.4515 based on the substantial interference with their interests as members, not in 2012 when they first incurred a calculable financial injury.” Further, “defendants allegedly substantially interfered with plaintiffs’ interests as members when the Operating Agreement was amended on March 1, 2009, to subordinate their shares, and plaintiffs’ actions thus accrued on that date, even if they did not incur a calculable financial injury until 2012.” Because “plaintiffs’ actions accrued on March 1, 2009, the three-year limitation period in MCL 450.4515(1)(e) on claims for monetary damages expired before plaintiffs filed suit on April 19, 2013.” Thus, their “claims for monetary damages are barred unless they can show on remand that defendants ‘fraudulently conceal[ed] the existence of the claim or the identity of any person who is liable for the claim[.]’ The trial court should determine on remand whether plaintiffs are entitled to tolling of their claims for damages under this provision.”