Background
Ashleigh Lucero formed Mili Properties, LLC in 2012 at the direction of her father, Robert Lucero, to acquire a Pueblo condominium. Mili held title to that property and later acquired and sold another Pueblo property. No operating agreement identified the LLC’s members or set their ownership shares.
After Ashleigh and Robert became estranged, Ashleigh deeded the condominium from Mili to herself. Mili sued, and Ashleigh sought a declaration that she was Mili’s sole member and manager. Following summary judgment and a bench trial, the district court ordered Ashleigh to deed the property back to Mili, found Robert owned 88% of Mili and Ashleigh 12%, and rejected Mili’s civil-theft claim.
The Court’s Holding
The Colorado Court of Appeals upheld the district court’s determination that Ashleigh was not Mili’s sole owner. The parent-child gift presumption did not apply because the court permissibly found that Robert had not transferred the down payment or mortgage funds to Ashleigh; the money instead went to acquire and finance property titled in Mili’s name. Record evidence also supported the findings that Robert was Mili’s sole member at formation and that Ashleigh became a member by 2017.
The court reversed only the allocation of membership interests. The trial court had stated that Robert retained about 88% and Ashleigh about 12% of the Hampton Property sale’s net profits, but it did not explain its calculation or how that sale established their overall LLC interests. The case was remanded for findings and conclusions on the parties’ respective membership interests using the existing record. The court affirmed the denial of Mili’s civil-theft claim, holding that several appellate theories were unpreserved and that any references to Robert rather than Mili were harmless because the claim failed for lack of requisite intent.
Key Takeaways
- A parent-child gift presumption requires an actual transfer of property from the parent to the child.
- Appellate review requires findings that explain how an LLC membership percentage was calculated.
- Civil-theft theories not raised in the trial court generally cannot be advanced for the first time on appeal.
Why It Matters
The decision underscores the risks of operating an LLC without an agreement or records identifying members, contributions, and ownership shares. A court may resolve membership disputes from the available evidence, but it must make findings sufficient to show how it reached a percentage allocation.
It also illustrates that a recorded property transfer does not itself establish civil theft; the claimant must prove the required criminal intent, and litigants must preserve their specific legal theories in the trial court.