Candy A. (Bridges) Littell v. Cole G. Bridges

2023 ME 29

• Court: Supreme Judicial Court of Maine
• Decided: May 11, 2023
• Docket: Was-22-50
• Status: Published

Opinion

MAINE SUPREME JUDICIAL COURT Reporter of Decisions Decision: 2023 ME 29 Docket: Was-22-50 Submitted On Briefs: November 17, 2022 Decided: May 11, 2023

Panel: STANFILL, C.J., and MEAD, JABAR, CONNORS, and LAWRENCE, JJ.

CANDY A. (BRIDGES) LITTELL

v.

COLE G. BRIDGES

STANFILL, C.J.

[¶1] Cole G. Bridges appeals from a judgment of divorce from

Candy A. (Bridges) Littell entered by the District Court (Calais, Budd, J.). In his

appeal, Bridges argues that the court erred in its valuation and classification of

a Cessna airplane and lacked jurisdiction to dissolve Cole G. Bridges Wild

Blueberry LLC (Wild Blueberry LLC). We vacate the judgment as to the

disposition of property and the dissolution of Wild Blueberry LLC and remand.

I. BACKGROUND

[¶2] Bridges and Littell were married in 1992 and have three adult

children together. In 2019, Littell filed for divorce, but she voluntarily

dismissed the complaint in June 2019. See M.R. Civ. P. 41(a)(1). On January 10,

2020, Littell filed for divorce a second time. The final divorce hearing began on 2

September 14, 2021, continued on November 4 and 5, 2021, and concluded on

February 1, 2022.

[¶3] Based on the evidence presented during the hearing, the court found

the following facts. Bridges’s extended family has been involved in the

blueberry farming industry for about one hundred years. Bridges and Littell

have been involved in several blueberry farming businesses, including Wild

Blueberry LLC, during their marriage. Bridges and Littell are the sole members

of Wild Blueberry LLC and agree that their interests in Wild Blueberry LLC are

marital.

[¶4] During the marriage, the parties acquired multiple real property

interests and a “universe of personal property items.” A significant personal

property issue in the case involved two airplanes, a Cessna and an Aviat Husky.

[¶5] The Cessna was owned by one of the businesses that the Bridges

family operated, Bridges Wild Blueberry Co., Inc. In 2013, the business sold the

Cessna to Bridges.1 After the first divorce suit was filed, Bridges transferred the

1Multiple witnesses testified that they believed that Bridges was supposed to inherit the Cessna. Other evidence in the record, however, indicates that Bridges’s father transferred the airplane to Bridges Wild Blueberry Co., Inc., ten years before his death. Regardless, the court found—as supported by competent evidence—that the Cessna was owned by Bridges Wild Blueberry Co., Inc., following Bridges’s father’s death and that it did not pass directly to Bridges through Bridges’s father’s will. Even on appeal, Bridges acknowledges that “[t]he Cessna was an asset of Bridges Wild Blueberry Company” and that Bridges came into ownership of the airplane through a later transaction with Bridges Wild Blueberry Co., Inc. 3

Cessna to his mother. Bridges’s mother intended to return the Cessna to

Bridges after the divorce was finalized. Bridges testified that the Cessna was

worth $150,000, and Littell testified that the Cessna was worth $185,000.

[¶6] The court found that the parties did not dispute that the Aviat was

“marital in character, and [it] is an asset of” Wild Blueberry LLC.2 Bridges also

purported to transfer that airplane to his mother. As with the Cessna, Bridges’s

mother intended to return the Aviat to Bridges after the divorce was finalized.

[¶7] The court entered a judgment of divorce on February 15, 2022. The

court ordered the parties to “sell [Wild Blueberry LLC’s] assets, divide the

proceeds and then dissolve its corporate existence.” It classified the Cessna as

marital property because Bridges purchased the airplane during the marriage

with marital property. The court valued the Cessna at $150,000 and the Aviat

at $125,000 and distributed both to Bridges. The court found that Bridges’s

transfer of the airplanes to his mother constituted economic misconduct; it also

2 The court also found that “[b]oth planes are, at the moment, owned by [Bridges’s] mother.” Indeed, it does not appear that Wild Blueberry LLC ever had title to the Aviat. Rather, it appears that Bridges purchased it in his personal capacity in 2006 and continued to own it in his personal capacity until he transferred the airplane to his mother. Although the Aviat was used to secure a loan from the USDA to Wild Blueberry LLC, it appears that the parties may have also been individually responsible for that loan. Whether it belonged to Bridges individually or to Wild Blueberry LLC does not change the analysis; it is now in the hands of Bridges’s mother. 4

noted that Littell filed a separate lawsuit in Superior Court alleging a fraudulent

transfer of the airplanes.3

[¶8] Bridges timely appealed the court’s judgment. See 19-A M.R.S. § 104

(2023); M.R. App. P. 2B(c)(1).

II. DISCUSSION

[¶9] Bridges argues that the court did not have jurisdiction over

Wild Blueberry LLC and thus could not order its dissolution. Additionally,

Bridges asserts that the court erred in its valuation and classification of the

Cessna.

A. Jurisdiction over nonparties

[¶10] We first consider whether the court lacked jurisdiction over

Wild Blueberry LLC and, relatedly, whether the court lacked jurisdiction to

distribute the airplanes. See Howard v. Howard, 2010 ME 83, ¶¶ 10-12, 2 A.3d

318. The limit of a trial court’s jurisdiction is an issue of law that we review

de novo. Id. ¶ 10.

1. Jurisdiction over Wild Blueberry LLC

[¶11] Bridges first contends that the court lacked jurisdiction to dissolve

Wild Blueberry LLC. “In a divorce proceeding, the District Court has subject

3 On appeal, Bridges does not challenge the finding of economic misconduct. 5

matter jurisdiction to determine the ownership interests of the spouses in

order to divide their marital property.” Id. ¶ 11. However, “[a] person or entity

must be a party to a case in order for the court to have personal jurisdiction.”

Id. ¶ 12. Thus, because “[a] limited liability company is an entity distinct from

its members,” 31 M.R.S. § 1504(1) (2023), courts may not exercise personal

jurisdiction over an LLC in a divorce action because an LLC is not a party, see

Howard, 2010 ME 83, ¶ 12, 2 A.3d 318.4

[¶12] We conclude that the court did not have jurisdiction over

Wild Blueberry LLC because Wild Blueberry LLC was not a party and is a

distinct legal entity from Bridges and Littell. Moreover, an LLC may not be

dissolved as part of a judgment of divorce. “Maine’s Limited Liability Company

Act provides that a court may order dissolution of an LLC only in certain

circumstances. . . . [It] does not recognize the divorce of one or more of the

parties who created an LLC as a basis for dissolution.”5 Ahern v. Ahern, 2008

4 In Robinson v. Robinson, 2000 ME 101, ¶ 11, 751 A.2d 457, we recognized a narrow exception to this rule and held that a divorce court may exercise personal jurisdiction over a third-party business that is “represented in all but name before the court” such that the spouse and corporation are “essentially the same party.” Here, although Bridges and Littell are the only members of Wild Blueberry LLC, Robinson is inapplicable. In contrast to the court in Robinson, the court here did not allocate the entire interest in the marital business to one spouse, and, “given the acrimony between [Bridges and Littell] and the disregard each has for the other’s reliability,” Wild Blueberry LLC was not “represented in all but name before the court.” Id.

5 Title 31 M.R.S. § 702 (2006), the iteration of the Maine Limited Liability Company Act cited in Ahern v. Ahern, 2008 ME 1, ¶ 20, 938 A.2d 35, has since been repealed and replaced, but its replacement similarly does not include divorce in its exhaustive list of circumstances in which courts 6

ME 1, ¶ 20, 938 A.2d 35; see also 31 M.R.S. § 1595(1) (2023). Indeed, generally

the District Court does not have jurisdiction to dissolve an LLC; such an action

must be brought in the Superior Court. 31 M.R.S. § 1595. Although courts

should “avoid creating situations where the divorced parties remain in joint

management of . . . income producing property,” Smith v. Smith, 1997 ME 29,

¶ 4, 690 A.2d 970 (quotation marks omitted), they may not exceed their

jurisdictional limitations in pursuit of this goal. For these reasons, the court

erred in ordering the dissolution of Wild Blueberry LLC as part of the judgment

of divorce.

[¶13] To be clear, although it lacked jurisdiction to dissolve

Wild Blueberry LLC, the court had jurisdiction over the marital personal

property owned by the parties, which included their respective fifty percent

membership interests in Wild Blueberry LLC. The court could have set aside

some or all of the membership interest of either party to the other, or it could

have left each party with a fifty percent interest. What it could not do was

dissolve the company.

can order the dissolution of an LLC. See P.L. 2009, ch. 629, §§ A-1, A-2 (effective July 1, 2011) (codified at 31 M.R.S. § 1595(1) (2023)). 7

2. Jurisdiction to distribute the airplanes

[¶14] Relatedly, Bridges contends that a court cannot order, as part of a

divorce judgment, a nonparty to sell or transfer assets. See 19-A M.R.S. § 953

(2023). Although he raised this argument in the context of Wild Blueberry

LLC’s assets, we note that the court distributed the Cessna and the Aviat to

Bridges despite recognizing that “[b]oth planes are, at the moment, owned by

[Bridges’s] mother.”

[¶15] “As we [have] articulated, the District Court lacks personal

jurisdiction over a non-party to a divorce action.” King v. King, 2013 ME 56,

¶ 21, 66 A.3d 593. A party to a divorce “must institute a separate action against

a third party to resolve disputes over property.” Id. Here, the Cessna was

owned by Bridges’s mother and not Bridges or Littell at the time of the divorce

and, consequently, was not part of the marital estate subject to division. See

Howard, 2010 ME 83, ¶¶ 11-12, 2 A.3d 318.

[¶16] The Aviat is somewhat trickier. It is not clear from the court’s

findings whether the Aviat is currently owned by Wild Blueberry LLC or by

Bridges’s mother. See supra ¶ 6 & n.2. Whether owned by Wild Blueberry LLC

or Bridges’s mother, the Aviat would be outside the marital estate as nonparty

property and thus not subject to distribution in this proceeding. See 31 M.R.S. 8

§ 1505(2) (2023); see also Janvier v. Janvier, No. CV-13-139, 2017 Me. Super.

LEXIS 70, at *7 (May 11, 2017) (“[A]n LLC is an entity distinct from its members

and members do not have a property interest in the property of the LLC.”).6

[¶17] In short, the court erred in distributing to the parties property

presently owned by nonparties. Accordingly, we vacate the court’s judgment

as it relates to the property distribution.

B. Classification and valuation of the Cessna airplane

[¶18] Bridges next contends that the court erred in its classification and

valuation of the Cessna airplane. We review the classification and valuation of

property for clear error. Wandishin v. Wandishin, 2009 ME 73, ¶ 12, 976 A.2d

949.

[¶19] Although the court lacked the authority to distribute the Cessna,

the Cessna’s valuation and classification remain relevant on remand. The court

found that Bridges’s transfer of the airplanes to his mother constituted

economic misconduct,7 and it is entitled on remand to determine how much

these transactions “unreasonably and inappropriately diminished the value of

Despite its order setting aside the Aviat to Bridges and finding that the Aviat was an asset of 6

Wild Blueberry LLC, the court also acknowledged that it could not “simply order [Wild Blueberry LLC] to distribute individual items of equipment or property to [Littell or] Bridges individually.”

If Littell’s fraudulent transfer action has been decided before the trial court considers this 7

divorce on remand, the consequences of that action should be taken into account. 9

the marital estate.” Harper v. Harper, 2017 ME 171, ¶ 14, 169 A.3d 385

(emphasis added). Thus, we must address Bridges’s contentions that the

Cessna was not part of the marital estate and that its value was nominal.

[¶20] Property obtained during a marriage is presumed marital, but it is

nonmarital if a spouse obtained it by gift, bequest, devise, or descent. 19-A

M.R.S. § 953(2)(A). The party attempting to characterize the property as

nonmarital bears the burden of rebutting the statutory presumption.

Spooner v. Spooner, 2004 ME 69, ¶ 8, 850 A.2d 354. Bridges asserts that he

obtained the Cessna by bequest or, in the alternative, by gift.

[¶21] The court did not commit clear error in finding that Bridges failed

to overcome the statutory presumption that the airplane—which he obtained

during the marriage—was marital. Bridges did not obtain the Cessna by

bequest because competent evidence in the record supports the finding that

Bridges obtained the airplane from Bridges Wild Blueberry Co., Inc., four years

after his father’s death. Likewise, we find no clear error in the court’s

determination that Bridges purchased the airplane from Bridges Wild

Blueberry Co., Inc., because competent evidence in the record suggests that

Bridges gave consideration in exchange for the Cessna. 10

[¶22] Similarly, the court did not err in finding the value of the Cessna to

be $150,000. “The value of the parties’ property is determined as of the time it

is to be distributed . . . .” Levy, Maine Family Law § 7.8[1] at 7-64 (8th ed. 2013).

The parties to a divorce “may testify and give their opinion as to the value of

[their] property.” Wandishin, 2009 ME 73, ¶ 13, 976 A.2d 949. “As with any

other testimony or evidence, the court may then evaluate the credibility of that

evidence and reach a conclusion which accepts the valuation offered by one or

the other of the witnesses . . . .” Id. Here, Bridges—“a veteran pilot and

experienced airplane mechanic”—testified that the airplane was worth

$150,000. Accordingly, the court did not err in accepting Bridges’s testimony

and finding that the Cessna was worth $150,000 at the time of its order.

III. CONCLUSION

[¶23] The court erred when it ordered the dissolution of Wild Blueberry

LLC because it lacked jurisdiction to do so. It also erred in setting aside

personal property—the airplanes—to Bridges when that property was not

owned by Bridges or Littell. Because the court erred in its personal property

distribution, on remand the court may “reevaluate the property distribution.” 11

Mitchell v. Mitchell, 2022 ME 52, ¶ 10, 284 A.3d 89. Accordingly, we vacate the

court’s judgment as it relates to the entire property distribution.8

The entry is:

Judgment vacated as to the distribution of property. The remainder of the judgment is affirmed. Remanded for further proceedings consistent with this opinion.

Maxwell G. Coolidge, Esq., Ellsworth, for appellant Cole G. Bridges

Donald F. Brown, Esq., Don Brown Law, P.C., Brewer, for appellee Candy A. Bridges

Calais District Court docket number FM-2020-5 For Clerk Reference Only

8 We note that the trial judge in this case has since retired. On remand, the court may, in its exercise of sound discretion, decide the case based on the existing record or receive additional evidence.