FR Holding LLC is a company that deals in investments. Barbara Halper, through her company, Halper LLC, was one of three members and managers of FR Holding. FR Holding’s operating agreement contained several provisions on the dissociation of members. The provision relevant to this case held that a member may withdraw as the result of a “[w]ithdrawal [e]vent,” which may be triggered by one member providing the other members with written notice of their dissociation. Following this twenty notice, the other members have 20 days to purchase the departing member’s share or be in default.

In January 2016, Halper began expressing her displeasure with some of FR Holding’s business decisions. On February 8, she met with the two other members, Stephen Fischer and Jeffrey Montgomery, to discuss her “transition” out of the company as a member and manager.

The following day, Halper emailed the other members stating, “You are both incredibly fine gentlemen. I look forward to working with you through this transition.” The two sides went back and forth over a purchase agreement until July 26, when Halper rejected the agreement outright and argued that FR Holding was in default. Halper claims that her February 9 email was written notice of her intent to dissociate, and FR Holding had failed to purchase her share within 20 days of that notice. Did Halper act properly in announcing her intent to dissociate from the LLC? Was her email proper written notice? Why or why not?