This section contains the nature of the case and procedural background.

Solutions is a Delaware limited liability company with its principal place of business in Indiana. Its purpose was 'buying, sourcing, manufacturing, producing, distributing, packaging, marketing, and selling' dry foods, such as 'air and freeze-dried fruits and vegetables,' for 'business-to-business and direct consumer sales.' It is governed by an Operating Agreement and is managed by a 'Board of Managers.' The Board of Managers initially included P, Garry Beckett (D), who owns 25% of the Company and remains a manager; Stuart McCarroll (D), who is no longer a manager; and non-party J. Patrick O'Keefe. P is allegedly the beneficial owner (through his controlled entity, Crosskeys Associates Limited) of 25% of Solutions. The remaining 50% is held by Doehler North America, Inc. (D). Andreas Klein (D) is the chair of D's parent company in Germany. A majority of Solutions membership interests voted to remove P as a manager of Solutions. D filed an action against P and Crosskey, asserting that P and Crosskey breached the LLC Agreement by refusing to sell Crosskey's units in Solutions to D. D seeks specific performance 'requiring [Crosskey] to sell and . . . P to cause the sale of [Crosskey's] units' for $44,486.14. P filed a petition seeking judicial dissolution of Solutions under Section 18-102 of the Delaware Limited Liability Company Act wherein P claims judicial dissolution is warranted because of various 'irreconcilable differences among the members and managers.'

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