Carolinian is a closely held, manager-managed limited liability company, organized under the laws of South Carolina. Carolinian owns and manages various hotel and rental properties in South Carolina. In February 2014, the Levys obtained a judgment against Patel, a member of the Carolinian, in the amount of $2.5 million. Thereafter, the Levys obtained a charging order in the circuit court, which constituted a lien against Patel's distributional interest in Carolinian. Subsequently, the Levys filed a petition to foreclose the charging lien, and the foreclosure sale was held in April 2016. The Levys were the successful bidders, purchasing Patel's distributional interest for $215,000. Carolinian was represented at the foreclosure sale by its registered agent and its attorney, who unsuccessfully bid $190,000 on Carolinian's behalf. Carolinian's Operating Agreement provides that a member's financial rights can be redeemed at any time up until foreclosure sale but neither Carolinian nor any of the remaining members redeemed Patel's interest prior to the foreclosure sale, and the Levys did not thereafter seek to be admitted as members of Carolinian.
Following the foreclosure sale, Carolinian asserted it was entitled to purchase Patel's distributional interest from the Levys pursuant to Article 11 of the Operating Agreement, which provides that if a member attempts to transfer all or a portion of his membership share without obtaining the other members' consent, such member is deemed to have offered to the LLC all of his membership share. Carolinian contended that, since the Levys failed to obtain the consent required under Section 11.1 of the Operating Agreement, their distributional interest was deemed to have been offered to Carolinian, and Carolinian was entitled to purchase that interest under Section 11.2. The Levys objected to Carolinian's attempt to force them to sell their interest, arguing they were not subject to the terms of Article 11 of the Operating Agreement. Explain who should prevail.