David Devon Lucas, Appellant/Defendant v. LLC (2026)

MEMORANDUM DECISION

[1] The three Lucas brothers cannot agree on much about their family farm. They have spent nearly three years and considerable resources litigating its management and future. All three brothers eventually asked the trial court to dissolve both their limited liability company (LLC) that owned the farmland and the corporation that managed the farm. But instead of dissolving the entities, the trial court just ordered the farm sold at auction. Two of the brothers appeal, arguing, among other things, that the order is invalid because it fails to follow Indiana's dissolution statutes.

[2] Though the trial court's order is unclear, it appears the court intended the sale to be part of the LLC's dissolution. Yet the order never actually dissolves either the LLC or the corporation. The only operative grant is the sale itself. Because the immediate judicial sale of the farm was not sought by any of the parties and appears to have been predicated on an order of dissolution that was never issued, we reverse and remand.

Facts

[3] In 1999, Everett Lucas and his three sons—David, Daniel, and Dale— established two entities to operate the family grain farm in Putnam County: Quad-L Farms, LLC, which owns the family farm, and Lucas Farms, Inc., which manages it. After Everett's death in 2008, each of the three brothers held a one-third interest in Quad-L Farms, which owns approximately 300 acres of farmland as well as a farm building containing a residential rental unit, a storage area, and a farm equipment repair space. The brothers refer to that building as the “barndominium.” Tr. Vol. II, p. 67.

[4] After Everett's death, Daniel began managing Quad-L Farms unilaterally, despite its shared ownership. Dale and David eventually began challenging Daniel's management of the farm, alleging that Daniel engaged in financial improprieties and various oversteps of authority. These alleged misdeeds included Daniel's naming of his son as farm manager and their alleged sale of valuable farm machinery without the knowledge or consent of David or Dale.

[5] Against that backdrop, Dale filed this action against his brothers, both entities, and other relatives in December 2022, alleging conversion, theft, deception, unjust enrichment, breach of fiduciary duty, and interference with a business contract. He later amended his complaint to seek dissolution of both Quad-L Farms and Lucas Farms.

[6] David cross-claimed against Daniel for breach of fiduciary duty and conversion and sought dissolution of both entities and distribution of their assets “to the Members.” App. Vol. II, p. 60. David's counterclaim also sought dissolution.

[7] The disputes between the brothers continued. Dale and David, by majority vote, hired a new farm manager—David's daughter. For the 2025 crop year, she executed a lease of Quad-L Farms’ land to Hodgen Farms. Daniel objected to both the new farm manager's hiring and the lease. Although Daniel later acknowledged the farm manager selection involved no fraud or bad faith, he continued to dispute the lease terms.

[8] Meanwhile, the manager found she could not access the farm's bank accounts and records because Daniel had controlled the accounts. During discovery, Daniel failed to produce those bank records, leading to an order to compel. A separate, unrelated argument between Daniel and Dale over widening a fence entrance led the two of them to obtain cross-protective orders against each other.

[9] Those disagreements came to a head at a hearing originally scheduled to address the farm manager dispute and the protective orders, including whether the protective orders could be amended so Daniel and Dale could both access the barndominium. At the hearing, the farmer who had leased the land testified Daniel verbally accosted him, prompting a 911 call. The farm manager testified she still could not access the farm's accounts. Daniel testified he had been shut out of decision-making, and Dale and David testified that Daniel had improperly controlled and interfered with farm operations. At the close of the hearing, the trial court raised, on its own initiative, the possibility of dissolving both entities and ordering a farm sale and asked the parties to brief that option.

[10] After that hearing, Daniel petitioned for dissolution of both entities, along with appointment of a receiver, citing Indiana's dissolution statutes directly in his petition. By this point, all three brothers had asked the court to dissolve both farm entities though they disagreed sharply about how and when that should happen.

[11] Daniel's request for dissolution sought appointment of a receiver and argued the court should leave the manner of asset distribution to that receiver. Although Dale himself sought dissolution as alternative relief in his amended complaint, he opposed the appointment of a receiver, contending that appointment and any immediate dissolution of the farm entities were premature. He argued that dissolution should not be ordered until the court resolved the brothers’ competing claims and counterclaims, including the threshold dispute over ownership of Lucas Farms.

[12] David also argued that Daniel's petition should be dismissed because Daniel had not specifically cross-claimed or counterclaimed for dissolution. He further contended that the statutory requirements for dissolution were unmet regardless. Even if dissolution occurred, no receiver or sale of the land was required, according to David, because the land could simply be divided into three roughly equal parts and distributed to the brothers.

[13] The trial court's order denied Daniel's request to remove the farm manager and granted a “judicial sale of land,” to occur no later than January 15, 2026. Id. at 27. It set out a process for selecting an auctioneer and directed that sale proceeds be deposited in counsel's trust account pending resolution of the brothers’ remaining claims. The order also scheduled trial on the parties’ remaining claims for February 25, 2026. Although the order is captioned “Order on ․ Dissolution of Both Entities” and includes a section subheading reading “Judicial Dissolution of Both Entities,” its operative text never specifically dissolves either entity or cites Indiana's dissolution statutes. Id. at 21, 24.

[14] As to both entities, the order finds that they “just can't continue to function as they are currently set up”—language that gestures toward, without quoting, the statutory standard for judicial dissolution of an LLC like Quad-L Farms. Id. at 25. As to the corporation, Lucas Farms, the order finds Daniel conceded that the farm manager's selection by a 2-1 vote was free of fraud or bad faith.

[15] Dale and David (collectively, Brothers) filed this interlocutory appeal as a matter of right under Indiana Appellate Rule 14(A)(4), which governs appeals of interlocutory orders “for the sale or delivery of the possession of real property.”¹

Discussion and Decision

[16] Brothers essentially raise two broad issues: whether the trial court's order complies with the dissolution statutes and whether the order of the farm sale before resolution of the parties’ claims was proper. We find the first issue dispositive. The order is ambiguous, and regardless of the trial court's intent, it did not effect a judicial dissolution of either Quad-L Farms or Lucas Farms. As the trial court appears to have ordered the farm sale as a component of Quad-L Farms’ dissolution and that dissolution was never ordered, we reverse and remand.

I. Standard of Review

[17] The parties dispute the applicable standard of review. Brothers argue that de novo review applies because the sole question is whether the trial court correctly applied Indiana law. Questions of law, including statutory interpretation, undergo de novo review, during which the court owes no deference to the trial court's determination. Matter of Croney, 204 N.E.3d 240, 241 (Ind. Ct. App. 2022).

[18] Daniel responds that the trial court exercised equitable discretion in fashioning a remedy. “A trial court's decision to grant equitable relief is reviewable only for an abuse of discretion.” Marion Assets 2020, LLC v. Fiascone Fam. LP, 211 N.E.3d 1, 10 (Ind. Ct. App. 2023).

[19] Both sides are partly right because the standard of review here is layered. Whether the trial court was required to comply with Indiana's dissolution statutes before ordering the forced sale of a business entity's primary asset is a question of law, which we review de novo. See Matter of Croney, 204 N.E.3d at 241.

[20] But whether the statutory prerequisites for dissolution were met here is a question of fact for which the evidence was conflicting. The dissolution statutes in the limited liability company (LLC) and corporate contexts each provide that a trial court “may” order such equitable relief. Ind. Code § 23-1-47-1 (judicial dissolution of corporations); Ind. Code § 23-18-9-2 (judicial dissolution of LLCs). Each dissolution statute also applies only under certain factual scenarios. See generally Ind. Code § 23-1-47-1; Ind. Code § 23-18-9-2. If those statutory prerequisites are met, dissolution is available as a discretionary remedy, not an automatic consequence of any particular condition. See Barrand v. Martin, 120 N.E.3d 565, 573 (Ind. Ct. App. 2019) (“The term ‘may’ in a statute ordinarily implies a permissive condition and a grant of discretion.”).

[21] Whether the statutory prerequisites are met is a question of fact to be determined by the trial court and reviewed on appeal without reweighing the evidence or judging the credibility of witnesses. See LHO Indianapolis One Lessee, LLC v. Bowman, 40 N.E.3d 1264, 1269 (Ind. 2015) (applying this standard to the question of whether statutory requirements for class certification were met). And the choice of remedy, once a court has properly found the statutory predicates satisfied, is reviewed for an abuse of discretion. Marion Assets 2020, LLC, 211 N.E.3d at 10.

II. Brothers Did Not Invite the Error They Now Challenge

[22] We first address a threshold question raised by Daniel: whether Brothers can challenge the sale order because they requested dissolution in their own pleadings, and, in doing so, invited any error they now assert. In a related argument, Daniel also claims Brothers are estopped from challenging the order. We conclude that neither invited error nor estoppel applies and that Brothers are not barred from appealing the order.

[23] Under the invited error doctrine, a party may not take advantage of an error the party commits, invites, or allows to happen as a natural consequence of the party's own neglect or misconduct. Chapo v. Jefferson Cty. Plan Comm'n, 224 N.E.3d 971, 981 (Ind. Ct. App. 2023). This doctrine, grounded in estoppel, prevents litigants from using the appellate process to undo deliberate trial strategy. Durden v. State, 99 N.E.3d 645, 651, 655-56 (Ind. 2018). A party who invites the very decision that the party later challenges does not raise a claim that is subject to appellate review. Batchelor v. State, 119 N.E.3d 550, 556 (Ind. 2019) (“[I]nvited error typically forecloses appellate review altogether.”).

[24] Three facts defeat Daniel's invited error argument here. First, the relief the trial court granted differs materially from what Brothers requested. They sought dissolution as part of comprehensive claims for treble damages, findings of theft and conversion, and a full merits adjudication. They did not request an immediate forced auction of the farm with a hard January 2026 deadline, before any liability determination. In fact, in David's cross-claim and counterclaim, he specifically sought distribution of the farmland to the three brothers as part of the winding up of Quad-L Farms.

[25] Second, Brothers affirmatively qualified their dissolution requests before the order was issued. Dale's post-hearing brief expressly argued that dissolution was premature, unnecessary, and prejudicial to the members/shareholders. He maintained that the proper sequence was to resolve “outstanding claims and ownership disputes” before considering appointment of a receiver and distribution of assets. App. Vol. II, p. 78. David similarly argued that the requirements of dissolution had not yet been met and that even if dissolution were granted, the sale of the farm was not required as part of that dissolution.

[26] Given that Brothers requested in writing that the trial court decline to order the farm sold, they did not invite the trial court's later decision to grant that relief anyway. In any case, Daniel's claim of waiver on appeal is difficult to square with his own actions. In his post-hearing brief to the trial court, even he urged the court not to dictate the manner in which the farm entities’ assets were distributed. He asked the court to leave that task to a receiver.

[27] Third, the trial court never entered a dissolution decree as to either Quad-L Farms or Lucas Farms. The operative language of the order at issue grants only “a judicial sale of land,” as we more fully discuss in section III of this opinion. App. Vol. II, p. 27. If there was no dissolution, Daniel's argument that Brothers received what they requested collapses at its factual foundation. Without a dissolution decree, Brothers cannot be said to have invited the farm sale, which was the means by which dissolution would be implemented. Brothers asked for dissolution through the proper statutory process; they did not ask for a forced sale untethered to any dissolution order.

[28] Daniel also invokes judicial estoppel, arguing that Brothers represented through verified pleadings that dissolution was necessary and should not be heard to say otherwise now. “Judicial estoppel is a judicially crafted doctrine deriving from courts’ inherent authority to protect the judiciary's integrity by prohibiting litigants from playing ‘fast and loose’ with the judicial process.” Red Lobster Restaurants LLC v. Fricke, 234 N.E.3d 159, 169 (Ind. 2024) (quoting New Hampshire v. Maine, 532 U.S. 742, 749-50 (2001)). “The doctrine does that by preventing litigants from prevailing on contradictory positions in the same or subsequent proceedings.” Id. When a litigant succeeds on one position in a legal proceeding, the litigant may not thereafter assume a contrary position, “especially if it be to the prejudice of the party who has acquiesced in the position formerly taken by” the litigant. Id. at 169-70.

[29] Because this is an equitable doctrine aimed at preventing improper use of judicial mechanisms, it offers no “ ‘exhaustive formula’ ” or “ ‘inflexible prerequisites.’ ” Id. at 170 (quoting Maine, 532 U.S. at 750-51). Nonetheless, courts most commonly consider three factors: (1) whether a litigant's argument is clearly inconsistent with the litigant's earlier argument; (2) whether the litigant successfully persuaded a court to accept its earlier argument, suggesting that either the first or second court is misled; and (3) whether the litigant's actions would result in an unfair advantage or levy an unfair detriment on the opposition if the court did not apply estoppel. Id.

[30] At least one requirement of judicial estoppel is not met here—that the party succeeded in asserting the prior position. See id. at 169-70. David's request for dissolution specifically sought distribution of assets to the members/shareholders—relief that the trial court never granted. As to Dale, before the trial court ever entered its order, he limited his request for dissolution to post-trial dissolution. Because the trial court's order does not grant Brothers the relief they requested, neither David nor Dale succeeded in asserting their prior positions. The trial court was never misled as to their positions. As this prior success predicate was not met, judicial estoppel does not apply.

[31] As neither invited error nor judicial estoppel bars Brothers’ challenge, we proceed to the merits.

III. The Trial Court Failed to Follow Indiana's Dissolution Statutes Before Ordering the Sale of the Farm

[32] Neither Quad-L Farms nor Lucas Farms was dissolved by the trial court's order. As we explain below, the order's findings fall short of what each entity's dissolution statute requires, and the farm sale was inextricably tied to the purported dissolution.² We analyze each entity separately because different rules apply to dissolution of an LLC such as Quad-L Farms and dissolution of a corporation such as Lucas Farms.

A. Quad-L Farms

[33] The judicial dissolution of an LLC is governed by Indiana Code § 23-18-9-2, which provides that a court “may decree dissolution of the [LLC] whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.” The statute's use of “may” confirms that dissolution is a discretionary remedy, not an automatic consequence of any particular condition. See Barrand, 120 N.E.3d at 573 (“The term ‘may’ in a statute ordinarily implies a permissive condition and a grant of discretion.”).

[34] Once judicially dissolved, an LLC “may only carry on business that is appropriate to wind up and liquidate its business and affairs.” Ind. Code § 23-18-9-3. This “business” includes: (1) “[c]ollecting its assets”; (2) “[d]isposing of properties that will not be distributed in kind to members”; (3) “[d]ischarging or making provision for discharging liabilities”; (4) “[d]istributing the remaining property among the members”; and (5) “[d]oing every other act necessary to wind up and liquidate its business and affairs.” Ind. Code § 23-18-9-3(a).

[35] “Unless otherwise provided in a written operating agreement,” a circuit or superior court in the county where the LLC's principal office is located may conduct the winding up when “a member or manager of the company has engaged in wrongful conduct or upon other cause shown” and a member has sought such intervention. Ind. Code § 23-18-9-4. In this case, all three brothers sought judicial dissolution based on allegations of wrongful conduct and inability to agree generally about Quad-L Farms’ operation.

[36] Once the court or members wind up and liquidate the LLC's business affairs, the company's assets are distributed to: (1) creditors to satisfy the company's liabilities; (2) members and former members to satisfy distribution liabilities; and (3) “members in proportion to the returned contribution.” Ind. Code § 23-18-9-6. The distributions to members and former members under this statute do not occur if doing so violates the LLC's operating agreement, but the parties do not claim such a restriction here. Ind. Code § 23-18-5-4(2)-(3).

[37] The dissolution statutes do not expressly require resolution of pending claims against the individual members or against the LLC as a prerequisite to dissolution. In fact, Indiana Code § 23-18-9-6 appears to contemplate the handling of unresolved claims against the LLC during the winding up process. That statute authorizes the distribution of the company's assets to its creditors, either in the form of “payment” or “by the establishment of adequate reserves” except in the case of distribution liabilities. Ind. Code § 23-18-9-6(1).

[38] Given the brothers’ requests for dissolution, these statutes make clear that the trial court, upon an order of dissolution of Quad-L Farms that complied with Indiana Code § 23-18-9-2, could at some point order the sale of the farm as part of the winding up or liquidation of Quad-L Farms. The trial court's order requiring the proceeds from the farm sale to be placed in a trust account sets the stage for providing adequate reserves under Indiana Code § 23-18-9-6 to fund any judgment that is later obtained by any brother against Quad-L Farms. It also ensures that the sale will not interfere with the ultimate distribution of Quad-L Farms’ assets to creditors and members in accordance with Indiana Code § 23-18-9-6. See generally Perkins v. Brown, 901 N.E.3d 63, 67 (Ind. Ct. App. 2009) (ruling that during the LLC's dissolution but before the company's exact assets and liabilities were determined, the trial court could not value in dollars the member's 50 percent share of the LLC because whether that distribution would be in accordance with Indiana Code § 23-18-9-6 was unclear).

[39] But having decided that the trial court could order dissolution and sale of the farm as part of the winding up process, we still must decide whether the court did, in fact, do so. The court's order leaves us unable to agree that it did.

[40] The order cites none of the statutes governing dissolution of an LLC. See Ind. Code § 23-18-9 et seq. The order also does not adopt the language of Indiana Code § 23-18-9-2: that is, the court does not specify that “it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.” In fact, neither the LLC's operating agreement nor evidence of its provisions was admitted into evidence at the hearing. But the dissolution statutes do not explicitly require formal findings of fact and conclusions of law, and the parties did not seek them. Nor do these statutes explicitly require that the specific language in Indiana Code § 23-18-9-2 be used in the dissolution order.

[41] The trial court's order includes provisions that could be viewed as the functional equivalent of that in Indiana Code § 23-18-9-2. The order specifies:

[I]t is pretty clear that Quad-L and Lucas Farms just can't continue to function as they are currently set up. The Protective Orders involving 2 of the 3 principals; the refusal to allow the Current Farm Manager to have access to basic bank statements; the accessibility (long-term) to the barndominium just are clear facts that “things just cannot continue as they are.”

The dissolution of Quad-L is most likely going to result in (1) outright sale of property (2) partition of the property (see I.C. 32-17) (3) one / two principals buying out the other(s). The real estate is really the only true asset.

App. Vol. II, p. 25. But we need not decide whether the requirements of Indiana Code § 23-18-9-2 were met because of the inadequacies of the remainder of the order.

[42] What the court said—and what it did not say—in its grant of relief leaves the order too ambiguous to direct dissolution. The caption of the order is “ORDER ON ․ Dissolution of Both Entities.” Id. at 21. In addition, the court's analysis of the dissolution issue is labeled “Judicial Dissolution of Both Entities.” Id. at 24. But the court never specifically granted the requests for dissolution of Quad-L Farms or even ordered dissolution of that company generally.

[43] After noting that each of the three brothers sought dissolution, the court appeared to find that dissolution or other disposition of the farmland is inevitable. The court based that conclusion on what it viewed as the brothers’ inability to agree about Quad-L Farms’ operation, the impracticality of the barndominium's co-ownership, and the inability of Daniel and Dale to even contact each other while the protective orders were in effect. The court also proceeded to discuss the repercussions of dissolution.

[44] But when granting relief, the court merely stated, “Court GRANTS request for a judicial sale of land,” and “[s]ale to occur no later than January 15, 2026.” Id. at 27 (emphasis in original). Yet none of the parties specifically requested “a judicial sale of land.” In their pleadings, they sought dissolution of Quad-L Farms—not an independent court-ordered sale of the farmland.

[45] In short, the court's order cannot be read to effect a dissolution. It is merely an order granting a request for a judicial sale of land that the parties never made— a sale that seemingly was intended to be part of the winding up of Quad-L Farms’ affairs during its dissolution. As the farmland sale appears to have been a component of the dissolution and the dissolution was never ordered, we reverse the trial court's order directing the sale of Quad-L Farms’ land.

B. Lucas Farms

[46] As with Quad-L Farms, the trial court's order did not direct dissolution of Lucas Farms. But even if the order had specifically granted dissolution of Lucas Farms, reversal would still be necessary because the statutory requirements for corporate dissolution were not met.

[47] Whereas the order as to Quad-L Farms at least gestures toward the statutory standard, its treatment of Lucas Farms does not. The judicial dissolution of a corporation is governed by Indiana Code § 23-1-47-1, which establishes more demanding prerequisites than those governing dissolution of LLCs. This statute specifies:

The circuit or superior court may dissolve a corporation:

***

(2) in a proceeding by a shareholder if it is established that:

(A) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; or

(B) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired.

Ind. Code § 23-1-47-1(2).

[48] Given this statutory language, a shareholder seeking judicial dissolution must establish that: (1) the directors of the corporation are deadlocked in the management of corporate affairs; (2) the shareholders are unable to break that deadlock; and (3) as a result, there is actual or threatened irreparable injury to the corporation or an inability to conduct its business and affairs to the advantage of shareholders. Ind. Code § 23-1-47-1(2). The plain language of the statute establishes these as conjunctive requirements, each of which must be present before the trial court may exercise its equitable discretion to decree dissolution. See id.

[49] “ ‘A corporation is the creature of statute, and except in the exercise of statutory authority[,] a court of equity has no power to decree its dissolution.’ ” Sanders v. Seger, No. 25A-PL-1345, 2026 WL 1262371, at *8 (Ind. Ct. App. May 8, 2026) (citing Enter. Printing & Publ'g Co. v. Craig, 144 N.E. 542, 544 (Ind. 1924)). And when the statute prescribes that something must be done in a particular way, it necessarily negates any other way of doing it. Id.

[50] The trial court did not specifically find that the three requirements of Indiana Code § 23-1-47-1 were met. The language of its order suggests that the three brothers were unable to agree on the management of the farm and those disagreements were not likely to end. However, the trial court also found that Daniel conceded Dale and David's two-to-one vote selecting Elliot as farm manager was made without fraud or bad faith. A functioning majority is not necessarily a deadlock.

[51] The order is silent as to the third requirement for dissolution: that, as a result of any deadlock, there is actual or threatened irreparable injury to the corporation or an inability to conduct its business and affairs to the advantage of shareholders. Ind. Code § 23-1-47-1(2). As no evidence or finding relating to this third statutory requirement exists and, in any case, the trial court never ordered dissolution of Lucas Farms, the trial court's order did not effect a dissolution of Lucas Farms.

Conclusion

[52] Because the trial court's order did not dissolve either Quad-L Farms or Lucas Farms and the language of the order suggests dissolution was the predicate to the unrequested farm sale, we reverse and remand for further proceedings consistent with this opinion.

FOOTNOTES

1.   Daniel, as appellee, moved to dismiss the appeal, arguing the order established only a potential sale date and so did not fall within Appellate Rule 14(A)(4). This Court denied the motion, and Daniel does not renew his claim in the appellee's brief.

2.   Daniel separately argues the trial court possessed independent equitable authority to order the sale without any dissolution decree at all, citing the general principle that “a trial court has full discretion to fashion equitable remedies.” Porter v. Bankers Tr. Co., 773 N.E.2d 901, 908 (Ind. Ct. App. 2002); see also Hammes v. Frank, 579 N.E.2d 1348 (Ind. Ct. App. 1991); Robinson v. Dickey, 36 N.E. 534 (Ind. 1894).We need not resolve the broader question of general trial court authority here. Even assuming the trial court possessed such authority independent of dissolution of the entities that held title to the land, the trial court's order does not invoke or rely on any such authority. It instead frames the sale entirely as a consequence of dissolution. We therefore confine our analysis to the pathway the order itself purports to follow.

Weissmann, Judge.

Tavitas, C.J., and Foley, J., concur.