MADSEN, C.J.

¶ 1 This case concerns whether a debtor who has filed a voluntary bankruptcy petition may maintain a derivative action on behalf of a limited liability company (LLC), of which the debtor was a former member. The primary inquiry addresses the interplay of federal bankruptcy law and portions of the Washington Limited Liability Company Act (WALLCA), chapter 25.15 RCW, and whether the state provisions are superseded under the circumstances of this case; specifically, whether 11 U.S.C. §§ 541 or 365 preempt RCW 25.15.130(1)(d).1 We hold that the dissociation provision found in RCW 25.15.130(1)(d) is not preempted by federal bankruptcy law and affirm the dismissal of the former LLC member's derivative claim under the facts of this case.

FACTS

¶ 2 Washington orchardists Harold and Shirley Ostenson (collectively Ostenson) and California organic fruit broker Greg Holzman (d/b/a Greg Holzman, Inc. (GHI)) formed Pac Organic Fruit LLC (Pac-O) in 1998. GHI held the majority interest and management responsibilities under the LLC's operating agreement. Ostenson was required to rent his local Washington storage and packing facility to Pac-O, to run that facility, and to obtain and pay a loan to improve that facility. The business operated from 1998 through 2004 but collapsed in 2005. During 2005, Pac-O defaulted on its operating line of credit and lease payments, Holzman fired Ostenson, and the bank foreclosed on the packing facility. Thereafter, Holzman, acting as Pac-O's agent, executed a demand promissory note in favor of GHI and transferred Pac-O's assets to GHI to satisfy the note.

¶ 3 On January 9, 2007, Ostenson filed a voluntary chapter 11 bankruptcy petition. In May 2007, a creditor of Pac-O, Northwest Wholesale Inc., filed the present suit against Pac-O, Ostenson, and GHI, alleging fraudulent conveyance from Pac-O to GHI. In response, Ostenson filed cross claims and/or third party claims against Pac-O, Holzman, GHI, and Total Organic LLC (another Holzman company). Ostenson's claims against Holzman and his companies (collectively Holzman defendants or HDs) were as a derivative action on behalf of Pac-O.

¶ 4 On January 24, 2011, the trial court dismissed Northwest Wholesale's claims following settlement of same. Thereafter, the only remaining claims were Ostenson's responsive claims against Pac-O (seven counts) and his derivative claim (count VIII) against HDs. Trial commenced on July 11, 2011. On July 13, after Ostenson rested, HDs moved to dismiss count VIII under CR 41(b)(3). HDs argued that under the WALLCA, (1) a plaintiff asserting a derivative action must be a member of the LLC (see RCW 25.15.130(1)(d), .370, .375), (2) when Ostenson filed his bankruptcy petition he was dissociated as a member of the LLC (and thus had only the rights of an assignee, i.e. right to share in profits, but no management rights) (see RCW 25.15.130(1)(d)(ii), .250(1)-(2)), and (3) as Ostenson had been dissociated from membership in Pac-O by filing bankruptcy, he lacked authority (standing) to bring a derivative action on behalf of Pac-O. Ostenson answered the motion arguing that HDs had consented to the derivative action via a stipulation that was previously entered in Ostenson's bankruptcy proceeding.2

¶ 5 The trial court took the matter under advisement and directed HDs to go forward and present their evidence. HDs presented witnesses over the remainder of that day (July 13) and the next day but did not finish their testimony. The trial court then continued the matter several times. Finally on September 7, 2012, following additional briefing, the trial court granted HDs' CR 41 motion. In its October 3, 2012 written findings and conclusions, the trial court (1) rejected Ostenson's contention that HDs had waived their CR 41 motion by putting on evidence, (2) rejected Ostenson's contention that HDs had consented to the derivative action in the stipulation in Ostenson's bankruptcy proceeding, and (3) ruled that Ostenson relinquished membership in Pac-O with his bankruptcy filing.

¶ 6 On October 15, 2012 Ostenson filed a motion for reconsideration, arguing for the first time that federal bankruptcy law preempts WALLCA regarding dissociation of LLC members upon filing bankruptcy. The trial court denied Ostenson's motion for reconsideration on January 23, 2013. Ostenson appealed, and Division Three affirmed, holding that HDs did not waive their CR 41 motion to dismiss, HDs did not consent to Ostenson bringing a derivative action, and federal bankruptcy law governing bankruptcy estates and executory contracts did not preempt WALLCA's dissociation statute. Nw. Wholesale, Inc. v. PAC Organic Fruit, LLC, 183 Wn.App. 459, 474-89, 334 P.3d 63 (2014), review granted, 182 Wn.2d 1009, 343 P.3d 759 (2015). Ostenson sought and was granted review in this court on only two issues: waiver and preemption.

ANALYSIS

Waiver

¶ 7 Ostenson argues that HDs waived their right to seek dismissal of his derivative claim, based on Ostenson's lack of standing, by presenting defense evidence after the court took HDs' CR 41 motion to dismiss under advisement.3 Ostenson contends that the trial court's granting HDs' motion and the Court of Appeals affirmance of same are at odds with Hector v. Martin, 51 Wn.2d 707, 321 P.2d 555 (1958). That is incorrect. Hector stands for the proposition that a defendant waives the right to challenge the sufficiency of the plaintiff's evidence alone by presenting evidence in defense, thereby allowing the court to consider the motion in light of all of the evidence. Id. at 709-10, 321 P.2d 555 ("[T]he failure of the trial court to rule on such motion before introduction of proof by a defendant, is tantamount to a denial of the motion.... Therefore, this case must be viewed in the light of all the evidence."). Here, the question in the motion to dismiss did not turn on the sufficiency of the evidence; the salient facts, the dates of Ostenson's bankruptcy filing and the subsequent filing of his derivative claim, were not in dispute. The motion turned on a legal question — Ostenson's standing to bring the derivative claim in light of RCW 25.15.130(1)(d) (discussed below). And even if sufficiency of the evidence bore on any pertinent question, nothing indicates that the trial court limited itself to considering only Ostenson's evidence.

¶ 8 Further, Hector does not address the circumstance here, where the trial court directed HDs to "go forward" and put on their evidence. 3 Verbatim Report of Proceeding at 603. Under these circumstances, HDs did not waive their CR 41 motion as Ostenson contends. The trial court did not err in granting the motion to dismiss under these circumstances.4

Preemption5

¶ 9 Ostenson repeats the argument he made below that "[b]oth 11 U.S.C. § 541(c)(1) and 11 U.S.C. § 365(e)(1) invalidate or render unenforceable ipso facto bankruptcy clauses." Appellant's Opening Br. at 28; Pet. for Review at 12.6 We begin by noting the strong presumption against preemption. While the supremacy clause of the United States Constitution provides that United States law is supreme, notwithstanding any contrary state law, see Hue v. Farmboy Spray Co., 127 Wn.2d 67, 78, 896 P.2d 682 (1995) (citing U.S. CONST. art. VI, cl. 2), "any consideration of preemption issues `start[s] with the assumption that the historic police powers of the States [are] not to be superseded by ... Federal Act unless that [is] the clear and manifest purpose of Congress.'" (Alterations in original) (quoting Cipollone v. Liggett Grp., Inc., 505 U.S. 504, 516, 112 S.Ct. 2608, 120 L.Ed.2d 407 (1992).). Accordingly, this court applies "a `strong presumption against finding preemption [of State law] in an ambiguous case.... State laws are not superseded by federal law unless that is the clear and manifest purpose of Congress.'" Id. (alterations in original) (quoting Progressive Animal Welfare Soc'y v. Univ. of Wash., 125 Wn.2d 243, 265, 884 P.2d 592 (1994)). Even if there is an express preemption clause, this court will give it "a `fair but narrow reading.'" Id. at 79, 896 P.2d 682 (quoting Cipollone, 505 U.S. at 524, 112 S.Ct. 2608). With this presumption in mind, we turn to the statutes at issue.

State Law (WALLCA) Provisions

¶ 10 RCW 25.15.375 provides:

(Emphasis added.)7 Under RCW 25.15.130(1)(d)(ii), a member of a limited liability company loses his or her membership upon the filing of bankruptcy. The statute provides:

(Emphasis added.)

¶ 11 Thus, under Washington law, Ostenson forfeited any right to bring a derivative action on behalf of Pac-O when he petitioned for bankruptcy. The LLC agreement did not allow continued membership but conversely ended the bankrupt petitioning as a member in the limited liability company. As an assignee, the dissociated member retains rights to share in profits but loses any management rights. RCW 25.15.250(2).8 Ostenson argues only that the dissolution provision of RCW 25.15.130(1)(d) is preempted by federal bankruptcy law; to this court he does not otherwise challenge the provisions or effect of the WALLCA.

Federal Bankruptcy Law Provisions

¶ 12 11 U.S.C. § 541 provides in part:

(Emphasis added.) Section 541(c)(1) provides:

(Emphasis added.)

State Law Determines Property Interest

¶ 13 As can be seen, a bankruptcy filing triggers the creation of a bankruptcy estate into which the debtor's property interest devolves. See 11 U.S.C. § 541(a). The threshold question, however, of how a debtor's interest is determined turns on application of state law. See, e.g., Butner v. United States, 440 U.S. 48, 55, 99 S.Ct. 914, 59 L.Ed.2d 136 (1979) ("Property interests are created and defined by state law."). As the Ninth Circuit Court of Appeals explained in In re Pettit, 217 F.3d 1072, 1078 (9th Cir. 2000):

See also Fisher v. Apostolou, 155 F.3d 876, 880 (7th Cir.1998) ("The nature of a debtor's interest in property is determined by state law, but the question whether the resulting interest should count as `property of the estate' for § 541 purposes is an issue of federal law." (citation omitted)).

¶ 14 In re Farmers Markets, Inc., 792 F.2d 1400 (9th Cir.1986), is instructive. Therein the Ninth Circuit Court of Appeals reversed a bankruptcy court's decision that the debtor's estate would receive liquor licenses unhindered by transfer restrictions imposed by a state statute. Id. at 1401-02. In so holding, the court addressed the limits of 11 U.S.C. § 541 and how that provision is to be applied. Noting that the bankruptcy court's decisions rested upon the misinterpretation of § 541, the court opined:

Id. at 1402 (emphasis added) (citations omitted). The court made clear that the "`bankrupt estate, insofar as it includes liquor licenses, has only the limited value of the licenses encumbered as they may be by the terms of the statutes which create the licenses and provide the conditions of their transfer.'" Id. at 1403 (quoting In re Prof'l Bar Co., 537 F.2d 339, 340 (9th Cir.1976)). The court held, "Because the estate may take no greater interest than that held by the debtor, the estate takes the license subject to the restrictions imposed [by state statute] on the debtor by its transferor." Id.; see also In re S. Side House, LLC, 474 B.R. 391, 402 (Bankr.E.D.N.Y.2012) ("`[T]he estate succeeds to no more interest than the debtor had, and the estate takes its interest subject to the conditions under which the debtor held the interest.'") (quoting In re Depoy, 29 B.R. 466, 469 (Bankr.N.D.Ind.1983)).

¶ 15 Farmers also explained that the bankruptcy court had misapplied § 541(c)(1)(A):

792 F.2d at 1402 (emphasis added). Applying Farmers to Ostenson's case, his debtor's bankruptcy estate took his interest as defined, determined, and encumbered according to state law. In other words, Ostenson's interest that devolved to his bankruptcy estate as determined by the above Washington statutes was his interest as an assignee and not as a member of the Pac-O LLC.

¶ 16 The Court of Appeals reached the same conclusion applying In re Garrison-Ashburn, LC, 253 B.R. 700, 707 (Bankr. E.D.Va.2000), which applied a Virginia state law provision comparable to the above noted Washington statutes dissociating an LLC member upon the member's filing a bankruptcy petition. In Garrison-Ashburn, an LLC member filed for bankruptcy and then sought to execute a real estate contract on behalf of the LLC. Id. at 704. The other members of the LLC disputed the debtor's right to bind the LLC because under Virginia law, a member is dissociated upon filing for bankruptcy. Id. at 707. The debtor retained his economic interest — to share in the profits and losses of the LLC — but could no longer participate in management. Id. The Garrison-Ashburn court held that § 541(c) did not change this analysis:

Id. at 709.10 Garrison-Ashburn reconciled the application of both state law and the federal bankruptcy code by recognizing and applying the rule that state law defines the debtor's interest, including dissociation, then § 541 brings that interest into the debtor's bankruptcy estate, burdened by whatever state law requires.

¶ 17 Ostenson cites to cases that have reached a result different than Garrison-Ashburn, but those cases either do not acknowledge or fail to apply Butner,11 or are otherwise distinguishable or not persuasive. For instance, In re First Protection, Inc., 440 B.R. 821, 830 (B.A.P. 9th Cir.2010), held that under § 541(a) all of the debtor's rights devolved to the estate and into the hands of the trustee, including the right to manage and control the LLC. Id. at 830. On the one hand, such holding arguably made practical sense in that the decision addressed a single-member LLC and, thus, there were no other members to manage the LLC if the trustee could not do so, nor were there any other nondebtor members' interests to be considered and protected.12 However, the court's application of § 541(a) is troubling. The court acknowledged the Butner rule — that a debtor's interest is determined by state law — but failed to apply that rule. The court acknowledged that a state statute specifically defined an LLC member's interest as "`a member's share of the profits and losses'" of the LLC and "`the right to receive distributions of [LLC] assets.'" Id. at 828-29 (quoting ARIZ. REV. STAT. § 29-601(13)). Nevertheless, the court applied § 541(a)'s language, "all legal or equitable interest" in the bankruptcy estate, broadly to include not just the interest as above defined by state law but also to include management rights. Such expansive use of § 541(a) to define a debtor's interest is contrary to the Ninth Circuit's analysis in Farmers. See Farmers, 792 F.2d at 1402 (holding that § 541(a) addresses only the transfer of debtor's interest to the estate and is "irrelevant" as to the threshold determination of the existence and scope of the debtor's interest). As this portion of the First Protection decision does not adhere to Butner, does not follow Ninth Circuit precedent, and is contrary to the presumption against preemption that this court applies, see Hue, 127 Wash.2d at 78, 896 P.2d 682, we do not find this portion of First Protection persuasive.

¶ 18 Ostenson cites In re Yonikus, 996 F.2d 866, 869 (7th Cir.1993), abrogated on other grounds by Law v. Siegel, ___ U.S. ___, 134 S.Ct. 1188, 188 L.Ed.2d 146 (2014), for the proposition that § 541(a)(1)'s establishment of a bankruptcy estate sweeps broadly to include every conceivable interest of the debtor "future, nonpossessory, contingent, speculative, and derivative." But all examples given therein concern money. See id. The availability to the estate of all of the debtor's economic interest is not at issue in this case. Ostenson's interest as an assignee devolved to the estate. Further, Yonikus acknowledges Butner for the proposition that determination of a debtor's interest in property is decided by state law. See id. (stating, "The question whether an interest claimed by the debtor is `property of the estate' is a federal question to be decided by federal law; however, courts must look to state law to determine whether and to what extent the debtor has any legal or equitable interests in property as of the commencement of the case"). Yonikus does not assist Ostenson.

¶ 19 Ostenson also relies on In re Daugherty Construction, Inc., 188 B.R. 607 (Bankr. D.Neb.1995), and In re Warner, 480 B.R. 641 (Bankr.N.D.W.Va.2012), in which the respective bankruptcy courts held that § 541(c)(1) invalidated state statutory and contractual dissolution provisions. In those cases, the debtor's filing bankruptcy resulted in the dissolution of the LLC and the termination of all the debtor's interest therein. See Daugherty, 188 B.R. at 609-11 (statutory dissolution upon bankruptcy filing); Warner, 480 B.R. at 655-56 (bankruptcy triggering dissolution, liquidation, and distribution of proceeds per operating agreement). Thus, dissolution of the LLC under the state statute or operating agreement in these cases would result in depriving the estate of all of the debtor's interest. That is not the situation here.13 As explained above, Ostenson's bankruptcy estate took his interest, as determined and encumbered by Washington statutes, as an assignee. By doing so, his economic interest is preserved in his bankruptcy estate and "is available for the benefit of creditors." Garrison-Ashburn, 253 B.R. at 709.

¶ 20 In sum, we find that the Court of Appeals properly followed Garrison-Ashburn, federal bankruptcy code, and Washington law.14

11 U.S.C. § 365

¶ 21 Ostenson contends that "11 U.S.C. § 365(e)(1) [as well 11 U.S.C. § 541(c)(1)] invalidate or render unenforceable ipso facto bankruptcy clauses." Pet. for Review at 12. The relevant statute, 11 U.S.C. § 365 provides in relevant part:

(Emphasis added.)15

¶ 22 Section 365 applies to executory contracts.16 As First Protection explains, "Generally, the bankruptcy estate automatically succeeds to a debtor's assets. However, because an executory contract is both a potential asset and a potential liability of the debtor it is treated differently." 440 B.R. at 830.17 Notably, "if the operating agreement is an executory contract ... § 365 governs the trustee's rights rather than § 541(c)(1). In that event, the restrictive provisions under [a state] LLC Act or the operating agreement that affect the transfer of [d]ebtor's rights and interests in [an LLC] may be enforced through operation of § 365[(e)(2)] in some instances." Id. at 830-31.

¶ 23 Whether a contract is executory within the meaning of the Bankruptcy Code is a "question of federal law." Id. at 831 (citing In re Alexander, 670 F.2d 885, 888 (9th Cir.1982)). "A contract is executory only when the `obligations of both parties are so far unperformed that the failure of either party to complete performance would constitute a material breach and thus excuse the performance of the other.'" Id. (quoting In re Ehmann, 319 B.R. 200, 204 (Bankr.D.Ariz. 2005)).

¶ 24 Here, the Court of Appeals analyzed the obligations in the Pac-O operating agreement and noted that while they "may suffice to create an executory contract," the court ultimately "need not decide" whether the Pac-O operating agreement is an executory contract because the court otherwise held that "§ 365(e) of the bankruptcy code excuses further performance under the agreement." Nw. Wholesale, 183 Wash.App. at 487-88, 334 P.3d 63; see In re Tsiaoushis, 383 B.R. 616, 620 (Bankr.E.D.Va.2007) (Mem. Op.) (noting that the "final step" in any analysis of executory contracts under § 365 is the applicability of § 365(e)(2)'s exemption from § 365(e)(1)'s ipso facto prohibition). To address this issue, Division Three applied Finkelstein v. Security Properties, Inc., 76 Wn.App. 733, 888 P.2d 161 (1995). See Nw. Wholesale, 183 Wash.App. at 488, 334 P.3d 63.

¶ 25 Ostenson asserts that Division Three's reliance on Finkelstein was error because that case addresses partnerships and not LLCs. Pet. for Review at 17. But Division Three's reliance on a partnership case was not improper. See Tsiaoushis, 383 B.R. at 618 (noting because LLC's are relatively new statutory creations, "decisions concerning partnership agreements are helpful").18 Accordingly, Division Three did not err in applying by analogy a partnership case that addressed application of section § 365(e)(2).

¶ 26 In Finkelstein, Division One held that a state law provision that dissolved a general partnership upon the filing of bankruptcy by any of the partners was not superseded by § 365(e)(1)'s invalidation of ipso facto provisions. Therein, Finkelstein was a minority partner in two related general partnerships, each of which served as general partners for several limited partnerships. Finkelstein filed for bankruptcy under chapter 11 and later converted to chapter 7. Before the bankruptcy filing, each general partnership agreement provided that the partnership would not dissolve or terminate upon the death, incapacity, or bankruptcy of any partner. After Finkelstein filed bankruptcy, each general partnership then amended its partnership agreement to exclude Finkelstein as a partner. Finkelstein then sued the general partnerships for an accounting and breach of fiduciary duties and brought a derivative action on behalf of several of the limited partnerships. The trial court dismissed Finkelstein's claims on statute of limitations grounds, and Division One affirmed, holding in part that state partnership law was not superseded by federal bankruptcy law, that the partnerships dissolved under state partnership law when Finkelstein bankruptcy case was converted to chapter 7, and that as a former partner Finkelstein had no standing to bring breach of fiduciary duty claims or a derivative action on behalf of the limited partnerships. Finkelstein, 76 Wn.App. 733, 888 P.2d 161.

¶ 27 Relevant here, noting that courts have "`generally assumed that partnership agreements are ... executory contracts,'" Division One held that "[debtor's] bankruptcy trustee was not free to assume the contract under § 365 because the other partners were not obligated to accept such an assumption." Id. at 736-37, 888 P.2d 161 (quoting In re Cutler, 165 B.R. 275, 279-80 (Bankr.D.Ariz. 1994)). This is so because "[p]artnerships are voluntary associations, and partners are not obligated to accept a substitution for their choice of partner." Id. at 737, 888 P.2d 161. The court additionally held that "[t]he restraint on assumability also makes the deemed rejection provision of § 365[(d)(1)] inapplicable to the partnership agreement. Therefore, § 365(e)'s invalidation of ipso facto provisions does not apply, and state partnership law is not superseded." Id. (citation omitted). The Finkelstein court relied on a Fifth Circuit case, In re Phillips, 966 F.2d 926, 935 n. 11 (5th Cir.1992), which noted that

Finkelstein, 76 Wash.App. at 737 n. 3, 888 P.2d 161. Division One further explained, "Section 365 is clearly not applicable to the executory portion of the partnership contract [i.e., described as management rights and duties] because partnership agreements are purely consensual and the freedom of the partners to associate and dissociate is the heart of partnership law." Id. at 738, 888 P.2d 161. Accordingly, the Finkelstein court held that § 365 was not applicable and did not supersede state partnership law. Id.

Id. at 740, 888 P.2d 161 (emphasis added).

¶ 28 Here, the Court of Appeals sustainably relied on Finkelstein in holding that § 365 did not preempt Washington law that removed Ostenson as a member of Pac-O upon his bankruptcy filing. See Nw. Wholesale, 183 Wash.App. at 489, 334 P.3d 63. The same rights of voluntary association on which the Finkelstein decision turned apply equally to LLC membership. See Daugherty Constr., 188 B.R. at 611 ("Like a partnership, members of the LLC have voluntarily associated in a business enterprise and the relationship among members may be personal in character."); see also Sally S. Neely, Partnerships and Partners and Limited Liability Companies and Members in Bankruptcy: Proposals for Reform, 71 AM. BANKR. L.J. 271, 312 (1997) (same); First Prot., 440 B.R. at 832 (plain language of § 365(c)(1) and § 365(e)(2)(A) makes clear that the provisions are not for the debtor's protection). "These sections [§ 365(c)(1) and § 365(e)(2)(A)] were designed `to protect non-debtor third parties whose rights may be prejudiced by having a contract performed by an entity other than the one with which they originally contracted.'" First Prot., 440 B.R. at 832 (quoting In re C.W. Mining Co., 422 B.R. 746, 761 (B.A.P. 10th Cir.2010)). The WALLCA clearly protects the voluntary association rights of nondebtor LLC members. For instance, while RCW 25.15.250 authorizes the assignability of a member's LLC interest "in whole or in part," that statute nevertheless expressly protects the associational interests of the remaining members by providing:

RCW 25.15.250(1)(a) (emphasis added). Similarly, RCW 25.15. 260, which addresses the right of an assignee to become a member, states in pertinent part, "An assignee of a limited liability company interest may become a member upon ... [t]he approval of all of the members of the limited liability company other than the member assigning his or her limited liability company interest." RCW 25.15.260(1)(a) (emphasis added). Given the strong protection of LLC members' voluntary associational interests, comparable to partnerships, the Court of Appeals did not err in applying Finkelstein to Ostenson's case and affirming the dismissal of his derivative claim.

¶ 29 Ostenson does not effectively argue otherwise. He cites to Summit Investment & Development Corp. v. Leroux, 69 F.3d 608 (1st Cir.1995) for the proposition that § 541(c)(1) and § 365(e)(1) invalidate or render unenforceable ipso facto bankruptcy clauses. But the Summit court addressed only § 365(e) and did not undertake any analysis of § 541. Id. at 614 n. 8. And while the First Circuit indeed held in Summit that § 365(e) preempted a Massachusetts statute comparable to RCW 25.15.130(1)(d)(ii), the Ninth Circuit expressly rejected Summit's approach in In re Catapult Entertainment, Inc., 165 F.3d 747 (9th Cir.), cert. dismissed, 528 U.S. 924, 120 S.Ct. 369, 145 L.Ed.2d 248 (1999). The Ninth Circuit Court of Appeals noted that under the statute's plain language, while § 365(e)(1) nullifies ipso facto clauses, "§ 365(e)(2)(A) expressly revives `ipso facto' clauses" under the circumstances noted therein. Id. at 753 n. 6. The Ninth Circuit held, "[W]here applicable nonbankruptcy law makes an executory contract nonassignable because the identity of the nondebtor party is material, a debtor in possession may not assume the contract absent consent of the nondebtor party." Id. at 754-55. As noted, RCW 25.15.250(1)(a) and RCW 25.15.260(1)(a) of the WALLCA require the express approval of the LLC nondebtor members regarding any transfer or assumption of member management rights. To the extent the LLC operating agreement may qualify as an executory contract concerning management, the noted "applicable law excuses a party, other than the debtor [i.e., the nondebtor members], ... from accepting performance from or rendering performance to ... an assignee," and "such party [i.e., the nondebtor members have] not consent[ed] to such assumption or assignment." 11 U.S.C. § 365(e)(2). Accordingly, § 365(e)(2)'s exception to § 365(e)(1)'s prohibition of ipso facto provisions applies.19

CONCLUSION

¶ 30 We conclude that HDs did not waive their CR 41 motion to dismiss and that federal bankruptcy law, 11 U.S.C. §§ 541 or 365, does not preempt RCW 25.15.130(1)(d)'S dissociation provision. As to the latter issue, we hold that state law defines what the bankruptcy debtor's interests are and that § 541 brings such interests into the bankruptcy estate, burdened by whatever state law requires. Additionally, if executory contracts are involved, § 365 applies to determine what may be done with such contracts. But here, the express protections of associational rights of nondebtor members found in the WALLCA triggers § 365(e)(2)'s exception, rendering § 365(e)(1)'s prohibition against ipso facto clauses inapplicable. We affirm.

WE CONCUR: JOHNSON, OWENS, FAIRHURST, STEPHENS, WIGGINS, GONZÁLES, GORDON McCLOUD, and YU, Justices.