CCD Oldsmith Henry, LLC et al. v. Town of Nolensville

This appeal concerns individual liability in the context of a limited liability company. John Olderman (“Olderman”) and Christopher Smith (“Smith”) are manager members of CCD Oldsmith Henry, LLC, and Oldsmith Group, LLC (“Oldsmith,” collectively). Oldsmith asked the Town of Nolensville (“the Town”) to rezone certain property so it could develop residential units on the property. This development would increase traffic at a nearby intersection. At a hearing before the Nolensville Board of Mayor and Aldermen (“the BOMA”), Smith said that Oldsmith could help pay to improve the intersection. The Town subsequently rezoned the property. Oldsmith later declined to pay what the Town said it owed, asserting it never agreed to pay so much. In response, the Town refused to issue building permits. Oldsmith sued the Town in the Circuit Court for Williamson County (“the Trial Court”). The Town filed a counterclaim and a motion to join Smith and Olderman. The Town alleged that Smith and Olderman fraudulently and negligently misrepresented what Oldsmith was willing to pay. The Trial Court denied the motion, ruling that the Town could obtain complete relief without Smith and Olderman. The Trial Court also ruled that Smith and Olderman could not be held individually liable based on these allegations. The Town appeals. We hold that the Town alleged nothing actionable against Olderman; that the Town sufficiently alleged promissory fraud against Smith; that Smith’s status as manager member of an LLC does not insulate him from liability for his own acts or omissions; and that the Trial Court’s denial of joinder as to Smith was an abuse of discretion. We affirm the denial of joinder as to Olderman. Otherwise, we reverse and remand for further proceedings.