November 06, 2026 article by Law.com / Legal Intelligencer writer Cameryn Oakes

The novel case arises amid a lack of case law dictating LLC conduct, with the state’s apex court assessing whether fiduciary duties are owed to an expelled founding member and if expulsion breaches those duties.

Representing member Christopher Wagener are Lamb McErlane attorneys Maureen McBride and Andrew Stafford.

The Pennsylvania Supreme Court granted allocatur to a case assessing the scope of fiduciary duties for LLCs.

The Pennsylvania Supreme Court has taken up a case assessing the bounds of fiduciary duties for a limited liability company, a novel case with limited case law concerning the type of business structure.

In Duffield v. Legend Spine, founding member William Duffield sued after Legend Spine’s three other members expelled him without cause, transferred his membership units to themselves without compensation, and later tripled two members’ compensation as revenues declined.

A Bucks County trial court awarded Duffield $2.5 million in damages, repayment of loans he had made and equal distributions from 2018 to the verdict in 2023 for Argovian, and $98,602 in attorney fees.

Having granted allocatur, the justices will have the opportunity to review whether an LLC’s members can violate a fiduciary duty to an expelled member in expelling them, even if done within the bounds of the operating agreement, and if fiduciary duties are owed to that expelled member.

LLCs are dictated by operating agreements between members, or owners, straying from the typical management structure and established bylaws of corporations. Through this type of business structure, members are also not held personally responsible and generally protected from liabilities.

LLCs have come under review by Pennsylvania’s mid-level appellate court previously in 2017 in Retina Associates of Greater Philadelphia v. Mid-Atlantic Retina, yet only concerned the fiduciary duties majority members have to minority members. Appellate review of LLCs in Pennsylvania state courts has been limited.

“We are pleased that the Court has agreed to weigh in on this important area of law,” defense counsel Maureen McBride, partner at Lamb McErlane, wrote to Law.com. “These questions have meaningful implications for LLC members and former members, and we welcome the opportunity for the Court to provide further clarity.”

Duffield is represented by Anton Kaminsky, founder of Kaminsky Law, Bryan Lentz, of Bochetto, Lentz & Heim, and Drew Salaman, of Salaman Law. Counsel did not immediately respond to requests for comment.

The LLCs and three of its members are represented by Shawn Edwards, of Maselli, Mills & Fornal, and Daniel Siegel, of the Law Offices of Daniel J. Siegel. Representing member Christopher Wagener are McBride and Andrew Stafford of Lamb McErlane.

Duffield is on appeal from the state’s mid-level appellate court, which had nine questions posed for its review. The nine questions were split between two parties of the original group of defendants, whose separate appeals were combined, with LLC member Christopher Wagener raising his own set of five questions that overlap in subject matter with the rest of the defendants’ four questions. The court addressed the four questions posed by the group of defendants, and addressed unique arguments raised by Wagener where they arose.

The court ultimately overturned the trial court’s determination that there was breach of contract in the methods used to expel Duffield, but affirmed its ruling that they had breached their fiduciary duties.

The Superior Court determined that the operating agreement did not require the members to notify Duffield of the meeting as he was the subject of the expulsion vote and not entitled to vote, striking down claims of breach of contract. The operating agreement only required notice to members able to vote.

But the state’s mid-level appellate court did find that the members had breached their fiduciary duty to Duffield even after he had been expelled from the LLC. The Superior Court based this upon the precedent of Vierner, which determined that majority shareholders in a corporation had breached their fiduciary duty in “freezing out a minority shareholder” for personal gain and at the expense of the company. They opined that this was evident in Duffield’s case as some of the members gave themselves raises immediately after his expulsion while failing to further develop the company’s products.

The Superior Court also upheld the trial court’s awards to Duffield, determining that, even though the contract precludes a member from compensation if expelled within the first 24 months, the breach of fiduciary duties over shareholder oppression violates its duty of care in the operating agreement and does not prevent a trial court from awarding damages in this circumstance.

But, the Superior Court vacated and remanded the award of attorney fees, finding there was no evidence of basis in the record to support this award.

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