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

Prince's six siblings-Sharon, Norrine Nelson, John R. Nelson, Tyka Nelson, Omarr Baker, and Alfred Jackson-inherited equal interests in his estate. Tyka, Omarr, and Alfred, who were collectively entitled to 50% of the estate assets, sold their stake to a music publishing company, Primary Wave Music, LLC. Primary Wave later assigned its interests to an affiliate, Prince OAT Holdings LLC. Sharon, Norrine, and John, who were collectively entitled to the other 50% of the estate assets, assigned 20% of their collective interests to McMillan and Spicer (P), former Prince advisors who had assisted them in the probate process. John passed away on September 3, 2021. His interests passed to the John R. Nelson Revocable Trust (the 'Trust'). Breanna Nelson, Allen Nelson, and Johnny Nicholas Nelson Torres are co-trustees of the Trust. To hold their collective interests, Sharon, Norrine, the Trust, and P (each, a 'Member') formed Prince Legacy (or the 'Company'), a Delaware limited liability company. Through the LLC Agreement, the Members vested management of the Company in 'Managing Members' and appointed P as Managing Members. The remaining Members were 'Non-Managing Members.' Prince OAT and Prince Legacy entered into a joint management agreement to manage the Prince estate. The agreement designated P as the management representative for Prince Legacy. The Prince Legacy LLC Agreement contained provisions that made it difficult to alter the Member composition and remove Managing Members. Before the parties signed the Agreement, Sharon proposed that she be appointed as the sole Managing Member. The other Members rejected that proposal. She then proposed that she be appointed co-Managing Member. The other Members rejected that proposal as well. Sharon ultimately agreed to P's appointment as Managing Members. Sharon decided she was better suited to run the affairs of the LLC. Sharon demanded that the entire staff of the Paisley Park Museum be replaced and that the Paisley Park Museum host lavish events at the expense of the Museum. P rejected those and other demands by Sharon. Sharon accused P of fraud and attempted to sell her interests without the consent of the other Members in violation of the LLC Agreement. Sharon, Norrine, and two of the Trust's three trustees, Breanne and Allen (with Sharon and Norrine, Ds), attempted to amend the LLC Agreement. P opposed their attempts and filed this action seeking a declaration concerning the invalidity of Ds’ Amended LLC Agreement and the Written Consent. Ds moved to dismiss the Complaint, and Plaintiffs moved for summary judgment.

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