Membership Interests Cannot Be Severed from the Company Agreement That Creates Them

In Camino Real Developers v. RivenRock, the Texas Business Court granted summary judgment on the question of whether a purchaser of a 50% LLC membership interest could acquire ownership while disclaiming the obligations imposed by the company agreement. The court held that a membership interest is inseparable from the contractual framework that defines it, concluding that the interest and the agreement are legally inseparable.