Anne Marie Beardslee v. Ratliff Family LLC, No. 1; Sherry Mundt, Larry Mundt, James v. Ratliff, Jr., and H. Lorraine Ratliff

── Anne Marie Beardslee v. Ratliff Family LLC, No. 1; Sherry Mundt, Larry Mundt, James v. Ratliff, Jr., and H. Lorraine Ratliff ── Court: Idaho Supreme Court Date: May 26, 2026 Category: General IN THE SUPREME COURT OF THE STATE OF IDAHO Docket No. 51543 ANNE MARIE BEARDSLEE, ) ) Plaintiff-Respondent- ) Cross Appellant, ) ) Coeur d’Alene, September 2025 Term v. ) ) Opinion Filed: May 26, 2026 RATLIFF FAMILY LLC, NO. 1, an Idaho ) limited liability company; SHERRY MUNDT, ) Melanie Gagnepain, Clerk LARRY MUNDT, JAMES V. RATLIFF, JR., ) and H. LORRAINE RATLIFF, ) ) Defendants-Appellants- ) Cross Respondents. ) Appeal from the District Court of the First Judicial District, State of Idaho, Kootenai County. Richard S. Christensen, District Judge. The judgment of the district court is vacated, and the case is remanded for further proceedings. Hawley Troxell Ennis & Hawley LLP, Boise, for Appellants, Ratliff Family LLC, No. 1. Tyler J. Anderson argued. John F. Magnuson, Coeur d’Alene, for Respondent, Anne Marie Beardslee. John F. Magnuson argued. _________________________ BRODY, Justice. This appeal arises from the district court’s judgment ordering the judicial dissolution of a closely held limited liability company. The Ratliff family formed the Ratliff Family LLC, No. 1 (“Ratliff Family LLC” or “the Company”) in 1997 to preserve and maintain a 675-acre working ranch in Kootenai County, Idaho (the “Ranch”). Ratliff Family LLC’s operating agreement provided that no member could seek judicial dissolution. At that time, a waiver of the right to seek dissolution was still enforceable under Idaho law. That changed in 2015 when the Idaho Legislature repealed the Idaho Limited Liability Company Act that was in effect when the Ratliff Family LLC was formed (former Idaho Code sections 53-601 to 53-672) and replaced it with the Idaho Uniform Limited Liability Company Act at Idaho Code sections 30-25-101, et seq. 1 (“Uniform LLC Act”). Among other changes, the Uniform LLC Act provides that “[a]n operating agreement may not . . . [v]ary the causes of dissolution specified in section 30-25-701(a)(4), Idaho Code[.]” I.C. § 30-25-105(c)(9). In 2020, Anne Marie Beardslee, one of the original members of the company, filed suit against Ratliff Family LLC and a number of its members (collectively, the “Defendants”), seeking judicial dissolution of the Company under Idaho Code section 30-25-701(a)(4)(C)(ii) (the “oppressive conduct provision”) on the grounds that the managers were engaging in oppressive conduct. In response, Defendants sought to preclude her claim under the dissolution waiver provision of the operating agreement. However, the district court determined the waiver was unenforceable under the more recently enacted Uniform LLC Act. Following a bench trial, the district court ordered judicial dissolution pursuant to Idaho Code section 30-25-701(a)(4)(C)(i) (the “illegal acts provision”), on the grounds that Ratliff Family LLC’s managers were acting “in a manner that is illegal” by refusing to correct longstanding county ordinance violations on the Ranch. On appeal, the Defendants challenge the district court’s decision on multiple grounds. First, they argue the district court erred by concluding that the waiver was unenforceable. Second, they argue that Beardslee’s complaint did not request dissolution under the illegal acts provision and, therefore, the district court erred by ordering dissolution on a claim that was not pleaded