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Three Short Takes: (1) Exclusive Nature of Florida Charging Order Precludes Garnishment; (2) Tricky Signature Block on Contract Personally Obligates Georgia LLC’s Manager; (3) Idaho Clarifies That Veil-Piercing Claims Are Equitable

We have a roundup this week of three recent LLC cases. 1.   Charging Order. A dispute between two members of a Florida LLC resulted in litigation, in which the trial court ultimately awarded one member a $41,409 judgment against the other member. After an appeal that affirmed the judgment, and on the prevailing member’s motion, the trial.

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Dissolution of Connecticut LLC Does Not Automatically Transfer Assets to LLC’s Members

Lawyers sometimes misunderstand the consequences of an LLC’s dissolution. Dissolution does not terminate the existence of an LLC. A dissolved LLC’s members and managers continue to be its members and managers, and must wind up the LLC’s business. The dissolved LLC continues to own its property until it is sold or distributed to the members..

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South Carolina Supreme Court Invalidates LLC Operating Agreement’s Repurchase Right After Charging Order Foreclosure

Many LLC operating agreements contain transfer restrictions on LLC member interests. Those restrictions sometimes include the LLC’s right to repurchase the interest if a member makes a transfer in violation of the operating agreement. What’s the result if such a repurchase right applies to a transfer resulting from the foreclosure of a charging order by.

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Washington Court of Appeals Clarifies That Fraud Need Not Be Pleaded with Particularity to Support Veil-Piercing Claim

The Washington Court of Appeals had to decide earlier this year whether the plaintiff’s complaint in an LLC veil-piercing case was adequate, in Landstar Inway, Inc. v. Samrow, 181 Wn. App. 109, 325 P.3d 327 (May 6, 2014). The plaintiff alleged that the veil should be pierced because the LLC member used the LLC form to.

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New York LLC Manager’s Apparent Authority Makes LLC’s Real Estate Contract Enforceable in the Absence of Manager’s Actual Authority

A New York LLC entered into a contract to sell real estate and accepted a cash deposit. But shortly before closing the LLC asserted that its manager had no authority to sign the sale contract, tendered back the deposit, and refused to sign the closing documents. The buyers sued to enforce the contract, and the.

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Washington Court of Appeals Again

Washington Court of Appeals Again Rules on 2010 Change to LLC Act’s Three-Year Post-Dissolution Limitations Period For the second time this year the Washington Court of Appeals has ruled on the Washington LLC Act’s three-year post-dissolution statute of limitations. In both cases there was a dispute over whether a 2010 amendment to the LLC Act.

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Washington LLC Member’s Bankruptcy

Washington LLC Member’s Bankruptcy Filing Dissociates the Member and Precludes Its Standing to Maintain Derivative Suit in the Name of the LLC LLC businesses sometimes fail. When the failure is claimed to have resulted from mismanagement or self-dealing, the LLC’s minority members may want to bring a derivative suit against the manager for breach of.

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De Facto Dissolution of California LLC

De Facto Dissolution of California LLC Allows LLC’s Creditor to Reach Assets Distributed to Members An LLC sells its assets and distributes the proceeds to its members. It then goes out of business and leaves creditors holding the bag, unpaid. A creditor has a valid claim against the LLC, but can it assert its claim.

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NCCUSL Starts Work on a Uniform Series

NCCUSL Starts Work on a Uniform Series LLC Act – Many Questions Remain More and more states are embracing series LLCs. With Alabama’s authorization earlier this year, 12 states have now authorized series LLCs. But the states have adopted inconsistent approaches to many of the key aspects of series LLCs. The National Conference of Commissioners on Uniform State.

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Glitch in Maine LLC

Glitch in Maine LLC Act Prevents Administratively Dissolved LLC from Bringing Suit Administrative dissolution is an enforcement tool that many states use to ensure that LLCs pay their annual fees and file their annual reports. An LLC that fails to pay its annual fee or file its annual report is given notice of the dissolution..

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