Mich. Comp. Laws » Michigan Compiled Laws / Chapter 450 / Act 23 of 1993
Michigan Compiled Laws

Mich. Comp. Laws § 450.4515 (2026)

Action in circuit court; grounds; order or grant of relief; “willfully unfair and oppressive conduct” defined.

✓ current as of July 2026
Find cases: SyfertCases citing this section MI-LEGlegislature.mi.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

MICHIGAN LIMITED LIABILITY COMPANY ACT


Act 23 of 1993


450.4515 Action in circuit court; grounds; order or grant of relief; “willfully unfair and oppressive conduct” defined.

Sec. 515.

    (1) A member of a limited liability company may bring an action in the circuit court of the county in which the limited liability company's principal place of business or registered office is located to establish that acts of the managers or members in control of the limited liability company are illegal or fraudulent or constitute willfully unfair and oppressive conduct toward the limited liability company or the member. If the member establishes grounds for relief, the circuit court may issue an order or grant relief as it considers appropriate, including, but not limited to, an order providing for any of the following:

    (a) The dissolution and liquidation of the assets and business of the limited liability company.

    (b) The cancellation or alteration of a provision in the articles of organization or in an operating agreement.

    (c) The direction, alteration, or prohibition of an act of the limited liability company or its members or managers.

    (d) The purchase at fair value of the member's interest in the limited liability company, either by the company or by any members responsible for the wrongful acts.

    (e) An award of damages to the limited liability company or to the member. An action seeking an award of damages must be commenced within 3 years after the cause of action under this section has accrued or within 2 years after the member discovers or reasonably should have discovered the cause of action under this section, whichever occurs first.

    (2) As used in this section, "willfully unfair and oppressive conduct" means a continuing course of conduct or a significant action or series of actions that substantially interferes with the interests of the member as a member. Willfully unfair and oppressive conduct may include the termination of employment or limitations on employment benefits to the extent that the actions interfere with distributions or other member interests disproportionately as to the affected member. The term does not include conduct or actions that are permitted by the articles of organization, an operating agreement, another agreement to which the member is a party, or a consistently applied written company policy or procedure.

History: Add. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010

Notes of Decisions
Cited in 41 cases (16 in the last 5 years), 2009–2026 · leading case: Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015).
Sort: Relevance Newest Treatment
Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). · cites it 28× “” Their complaint, as twice amended, sets forth 12 counts, including: member oppression in violation of MCL 450.4515 (Count I), breach of fiduciary duty (Count II), conversion (Count III), breach of contract (Count IV), tortious interference (Count V), civil conspiracy (Count…”
Bauserman v. Unemployment Ins. Agency, 931 N.W.2d 539 (Mich. 2019). · cites it 7× “In Frank , former employees of defendant ePrize brought an action for member oppression within a limited liability company (LLC) under MCL 450.4515, which provides a cause of action for members of an LLC in which the "acts of the managers or members in control of the [LLC] are…”
Altobelli v. Hartmann, 884 N.W.2d 537 (Mich. 2016). · cites it 3× “Plaintiff alleged bad-faith discrimination in the allocation of income, bad-faith violations of the Operating Agreement, bad-faith misrepresentation, bad-faith conspiracy to improperly exclude him from the Firm, and shareholder oppression in violation of MCL 450.4515. Despite…”
Ivan Frank v. Joshua Linkner (Mich. 2017). · cites it 63× “Plaintiffs’ complaint included claims alleging breach of fiduciary duty, breach of contract, and member oppression in violation of MCL 450.4515, a provision of the Limited Liability Company Act, MCL 450.”
Edward Castle Jr v. Marcia Shoham (Mich. Ct. App. 2018). · cites it 24× “He and Filter Depot thus filed suit against the Shohams and MAF in September 2014 alleging that MAF engaged in a variety of wrongs including member oppression in violation of MCL 450.4515, fraud, breach of contract, and breach of fiduciary duties.”
Edward Castle Jr v. Marcia Shoham (Mich. Ct. App. 2018). · cites it 24× “He and Filter Depot thus filed suit against the Shohams and MAF in September 2014 alleging that MAF engaged in a variety of wrongs including member oppression in violation of MCL 450.4515, fraud, breach of contract, and breach of fiduciary duties.”
Eternal Pres. Assocs., LLC v. Accidental Mummies Touring Co., 759 F. Supp. 2d 887 (E.D. Mich. 2011). · cites it 2× “See Mich. Comp. Laws § 450.4515 (l)(e) (“A member of a limited liability company may bring an action in the circuit court of the county in which the limited liability company’s principal place of business or registered office is located to establish that acts of the managers or…”
Altobelli v. Hartmann, 861 N.W.2d 913 (Mich. Ct. App. 2014). “Plaintiff alleged the following six claims: breach of fiduciary duty (Count I), illegal shareholder oppression contrary to MCL 450.4515 (Count II), conversion (Count III), bad-faith misrepresentation (Count IV), tortious interfer *620 ence with a business relationship or…”
Ashley Techner v. Helen Greenberg, 553 F. App'x 495 (6th Cir. 2014). “Consequently, Greenberg insists, such “contractual” breaches must be treated as breaches of the defendant’s fiduciary duties, subject to the three-year/two-year limit on filing suit contained in Mich. Comp. Laws Ann. § 450.4404 (6) and Mich.”
Gary Goldberg v. First Holding Mgmt. Co. (Mich. Ct. App. 2016). · cites it 11× “See MCL 450.4515. Plaintiff next argues that the purchase of the mortgage on the property owned by 88 Woods by the Sills family constituted oppression.”
Frank v. Linkner, 499 Mich. 859 (Mich. 2016). “The parties shall include among the issues to be briefed: (1) whether MCL 450.4515(l)(e) constitutes a statute of repose, a statute of limitations, or both; and (2) when the plaintiffs’ cause of action accrued.”
Asam Hirmiz v. Jaust LLC (Mich. Ct. App. 2018). · cites it 10× “On May 4, 2016, plaintiff filed a complaint alleging that Samuel had violated MCL 450.4515 and her duties pursuant to the operating agreement when she unilaterally: (1) locked plaintiff out of all of Jaust LLC’s social media accounts and computer equipment, (2) removed the…”
Show all 41 citing cases →
— Mich. Comp. Laws § 450.4515(1) — 14 cases
Bauserman v. Unemployment Ins. Agency, 931 N.W.2d 539 (Mich. 2019). “In Frank , former employees of defendant ePrize brought an action for member oppression within a limited liability company (LLC) under MCL 450.4515, which provides a cause of action for members of an LLC in which the "acts of the managers or members in control of the [LLC] are…”
Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). “” Their complaint, as twice amended, sets forth 12 counts, including: member oppression in violation of MCL 450.4515 (Count I), breach of fiduciary duty (Count II), conversion (Count III), breach of contract (Count IV), tortious interference (Count V), civil conspiracy (Count…”
Ivan Frank v. Joshua Linkner (Mich. 2017). “Plaintiffs’ complaint included claims alleging breach of fiduciary duty, breach of contract, and member oppression in violation of MCL 450.4515, a provision of the Limited Liability Company Act, MCL 450.”
Edward Castle Jr v. Marcia Shoham (Mich. Ct. App. 2018). “He and Filter Depot thus filed suit against the Shohams and MAF in September 2014 alleging that MAF engaged in a variety of wrongs including member oppression in violation of MCL 450.4515, fraud, breach of contract, and breach of fiduciary duties.”
Edward Castle Jr v. Marcia Shoham (Mich. Ct. App. 2018). “He and Filter Depot thus filed suit against the Shohams and MAF in September 2014 alleging that MAF engaged in a variety of wrongs including member oppression in violation of MCL 450.4515, fraud, breach of contract, and breach of fiduciary duties.”
— Mich. Comp. Laws § 450.4515(1)(a) — 1 case
Ivan Frank v. Joshua Linkner (Mich. 2017). “Plaintiffs’ complaint included claims alleging breach of fiduciary duty, breach of contract, and member oppression in violation of MCL 450.4515, a provision of the Limited Liability Company Act, MCL 450.”
— Mich. Comp. Laws § 450.4515(1)(b) — 1 case
Ivan Frank v. Joshua Linkner (Mich. 2017). “Plaintiffs’ complaint included claims alleging breach of fiduciary duty, breach of contract, and member oppression in violation of MCL 450.4515, a provision of the Limited Liability Company Act, MCL 450.”
— Mich. Comp. Laws § 450.4515(1)(d) — 2 cases
Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). “” Their complaint, as twice amended, sets forth 12 counts, including: member oppression in violation of MCL 450.4515 (Count I), breach of fiduciary duty (Count II), conversion (Count III), breach of contract (Count IV), tortious interference (Count V), civil conspiracy (Count…”
Parminder K Khabra v. Avtar S Madahar (Mich. Ct. App. 2025).
— Mich. Comp. Laws § 450.4515(1)(e) — 11 cases
Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). “” Their complaint, as twice amended, sets forth 12 counts, including: member oppression in violation of MCL 450.4515 (Count I), breach of fiduciary duty (Count II), conversion (Count III), breach of contract (Count IV), tortious interference (Count V), civil conspiracy (Count…”
Ivan Frank v. Joshua Linkner (Mich. 2017). “Plaintiffs’ complaint included claims alleging breach of fiduciary duty, breach of contract, and member oppression in violation of MCL 450.4515, a provision of the Limited Liability Company Act, MCL 450.”
Gary Goldberg v. First Holding Mgmt. Co. (Mich. Ct. App. 2016). “See MCL 450.4515. Plaintiff next argues that the purchase of the mortgage on the property owned by 88 Woods by the Sills family constituted oppression.”
Brian McLain v. Richard Lobert (Mich. 2024).
Susan Holland v. James D Kraatz (Mich. Ct. App. 2018).
— Mich. Comp. Laws § 450.4515(2) — 10 cases
Bauserman v. Unemployment Ins. Agency, 931 N.W.2d 539 (Mich. 2019). “In Frank , former employees of defendant ePrize brought an action for member oppression within a limited liability company (LLC) under MCL 450.4515, which provides a cause of action for members of an LLC in which the "acts of the managers or members in control of the [LLC] are…”
Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). “” Their complaint, as twice amended, sets forth 12 counts, including: member oppression in violation of MCL 450.4515 (Count I), breach of fiduciary duty (Count II), conversion (Count III), breach of contract (Count IV), tortious interference (Count V), civil conspiracy (Count…”
Ivan Frank v. Joshua Linkner (Mich. 2017). “Plaintiffs’ complaint included claims alleging breach of fiduciary duty, breach of contract, and member oppression in violation of MCL 450.4515, a provision of the Limited Liability Company Act, MCL 450.”
Gary Goldberg v. First Holding Mgmt. Co. (Mich. Ct. App. 2016). “See MCL 450.4515. Plaintiff next argues that the purchase of the mortgage on the property owned by 88 Woods by the Sills family constituted oppression.”
Edward Castle Jr v. Marcia Shoham (Mich. Ct. App. 2018). “He and Filter Depot thus filed suit against the Shohams and MAF in September 2014 alleging that MAF engaged in a variety of wrongs including member oppression in violation of MCL 450.4515, fraud, breach of contract, and breach of fiduciary duties.”
— Mich. Comp. Laws § 450.4515(a) — 1 case
Asam Hirmiz v. Jaust LLC (Mich. Ct. App. 2018). “On May 4, 2016, plaintiff filed a complaint alleging that Samuel had violated MCL 450.4515 and her duties pursuant to the operating agreement when she unilaterally: (1) locked plaintiff out of all of Jaust LLC’s social media accounts and computer equipment, (2) removed the…”
— Mich. Comp. Laws § 450.4515(l)(b) — 1 case
Ewie Co., Inc v. Mahar Tool Supply, Inc, 762 N.W.2d 160 (Mich. 2009).
— Mich. Comp. Laws § 450.4515(l)(e) — 2 cases
Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). “” Their complaint, as twice amended, sets forth 12 counts, including: member oppression in violation of MCL 450.4515 (Count I), breach of fiduciary duty (Count II), conversion (Count III), breach of contract (Count IV), tortious interference (Count V), civil conspiracy (Count…”
Frank v. Linkner, 499 Mich. 859 (Mich. 2016). “The parties shall include among the issues to be briefed: (1) whether MCL 450.4515(l)(e) constitutes a statute of repose, a statute of limitations, or both; and (2) when the plaintiffs’ cause of action accrued.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.