Case: 14-60906 Document: 00513192025 Page: 1 Date Filed: 09/14/2015
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit
FILED
September 14, 2015
No. 14-60906
Lyle W. Cayce
Clerk
CHARLES DIXON, Individually and on behalf of the 345 other named
plaintiffs; AMELIA WAY, Individually and on behalf of the 345 other named
plaintiffs; SHEILA GARY EVANS, Individually and on behalf of the 345 other
named plaintiffs; CICILIA JEFFERSON, Individually and on behalf of the 345
other named plaintiffs,
Plaintiffs - Appellants
v.
RICHARD A. FREESE; TIM K. GOSS; FREESE & GOSS, P.L.L.C.; JOHN
AND JANE DOES, Individually and as Entities,
Defendants - Appellees
Appeal from the United States District Court
for the Southern District of Mississippi
USDC No. 3:13-CV-236
Before JONES, SMITH, and SOUTHWICK, Circuit Judges.
PER CURIAM:*
The court has carefully considered this appeal in light of the briefs and
record. Having done so, we conclude that there is neither clear error nor any
reversible error of law in the district court’s decision that the admission of a
* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH
CIR. R. 47.5.4.
Case: 14-60906 Document: 00513192025 Page: 2 Date Filed: 09/14/2015
No. 14-60906
non-equity member by the unanimous agreement of the LLC’s equity members
occurred substantially in accordance with Texas law. See Tex. Bus. Org. Code
§§ 101.001(1) (“company agreement” defined to include written or oral
agreements), 101.053 (each member must consent to an amendment of the
company agreement, 101.103(c) (a non-equity member may be admitted on
consent of all the company members); 101.102(c) (the company agreement may
provide for admission of non-equity members), and 101.104(b) (rights of a class
of members may be stated in the company agreement or at the time the class
is established). Accordingly, we AFFIRM, for essentially the reasons stated
by the trial court, its decision to dismiss the case for lack of federal jurisdiction.
2