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StoneMill LLC has four members and operates a profitable bakery. Its operating agreement states that no member may withdraw during the first two years except with unanimous consent, and that the LLC dissolves only upon unanimous written consent or sale of substantially all assets. After eight months, Member Lina sends an email saying, "I quit and want my money now." The other members refuse consent and continue operating the bakery.
Lina asserts that her withdrawal automatically dissolved StoneMill and entitles her to force an immediate liquidation. StoneMill claims that Lina wrongfully dissociated, lost management rights, and owes damages for leaving during the restricted period.
Who is likely correct? Discuss dissociation, dissolution, and Lina's remaining rights and liabilities.