American Anglian Environmental Technologies, L.P. v. Environmental Management Corporation

BENTON, Circuit Judge.

In December 1994, American Anglian Environmental Technologies, L.P. (“AAET”) and Environmental Management Corporation (“EMC”) formed a limited liability company — EA2 Systems, L.C (the “company”). As required by state law, AAET and EMC adopted an Operating Agreement. See §§ 347.081.1, 347.015(13) RSMo 1994. By the Agreement, AAET and EMC each owned 50 percent as a “Member.” The Agreement contained a buy/sell provision allowing either AAET or EMC to make an unconditional offer/acceptance at a price it chose— forcing the offeree to choose either to buy the offeror’s entire…