The dispute involves a disagreement between two brothers, Brian and William "Bill" Bento, over the distribution of the assets and liabilities of their joint business, Bento Construction, LLC, following its dissolution. Brian filed a complaint seeking judicial dissociation of Bill as a member of the company, its dissolution, and a declaration of each party's rights and interests in the company. Bill countered, seeking damages and the dissolution of the company. An agreement led to an order that dissolved the company and dissociated Bill as a member.
The order assigned contracts for performance of work by Bento Construction to Brian's new company, Brian Bento Construction, LLC. It also tasked the parties with winding down the company's operations. Despite the dissolution, the company continued to operate for the limited purpose of winding up its affairs. The company had several unsettled obligations, based on projects contracted before the dissolution date, and was also involved in several pending lawsuits regarding disputed invoices.
The trial court issued an order distributing personal property and accounts in possession of each brother to the respective brother. It also made Brian responsible for all debts and obligations of Bento Construction. However, the order did not address the company's incomplete projects or the ongoing lawsuits. Both brothers appealed the trial court's order.
The Supreme Court of Alabama found that the trial court's order was not a final judgment as it did not conclusively determine all the matters presented regarding the distribution of the company's assets. It did not discuss or attempt to allocate any portion of the revenues that may arise from the incomplete projects or the lawsuits. Therefore, the court dismissed the appeals. View "Bento v. Bento" on Justia Law
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