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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 88816
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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QUESTION Delivery of an attached settlement and demand letter....

Customer Question

QUESTION: Delivery of an attached settlement and demand letter.... if either parties to which the demand letter was to be delivered was unavailable to receive such letter hand to hand... due to unavailability and they leave the demand letter taped to their home door... is this demand letter considered delivered and therefore enforceable?

QUESTION: Are there any conditions that the demand letter would be considered legally delivered such as attempting to deliver through email?


STATEMENT: In addition to its contents, please allow me to add that I have come to understand you have advised Ms Charlotte Murphy not to open the salon tomorrow, as you intend to wait until you have received a monetary offer from my client.

ANSWER to above STATEMENT: This is a false statement. Although Ms Murphy is a partner in the business and the registered agent and listed managing agent of the LLC she is also an employee and the sole stylist of the salon - her decision NOT to come into the salon to work for one week or more if necessary is solely because she feared for her safety do to a stylist that was working at the salon on a 1099. .... When Ms Murphy and others in the complex where the salon was located feared his abusive, alcoholism and reported psycho behavior in protection of her and any clients coming to the salon as well as other businesses in the complex he was let go immediately and the salon was closed for at least a week in order to ward off possible retaliation from him. There are no others individuals working in the salon. Therefore without Charlotte's presence there was no ability to open the salon.

QUESTION: Am I obligated under the LLC of the salon to keep the salon open under these circumstances?

QUESTION: There is no income except the income that Ms Murphy "the one and only employee of the LLC , who is also the registered agent and managing agent of the LLC as well as a partner in the business" produces. She is a sole stylist and the clients she serves through the salon belong to her not the LLC. If Charlotte no longer wishes to work for or at I LOVE MY HAIR AND SKIN - THE ONLY OPTION - is to close its doors and sell off the furniture to pay off any remanding debt. Under this condition is the below statement true and correct or not?

STATEMENT: This directive of your's to Ms. Murphy, (closing the salon for at least a week) along with your proposed action of selling off the LLC's furniture,( to pay off current bills the salon owes so there will be no debt) is in violation of Florida Statute, as you are acting in your own pecuniary interest and not in the interest of the LLC. Florida Statutes are clear on how a member must proceed if they wish to be bought out of their interest (this is regardless of their % of ownership), and the process involves an appraisal of the LLC and a distribution to its members in accordance with each of their respective contributions to the LLC.


STATEMENT: Should you choose to act outside of this statutory framework, or conspire with Ms. Murphy to assist her in doing so, you will be personally liable for any damages caused to the LLC or to my client in his capacity as a member.

QUESTION: what possible damages are they talking about?

QUESTION: If no one is working for the business and there is no money being created is it NOT prudent to simply close the salon if Charlotte no longer wishes to work there under her current fear... sell off the only assets (salon furniture) if the action of selling off the furniture was to pay debt that the corporation owes... why would that be considered a violation of Florida Statute?

This would be under Florida Law- Orlando Florida- Orange county!
Submitted: 3 years ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 3 years ago.
1) In Florida, posting to the residence door is considered acceptable alternative service for a demand letter, since this is not a lawsuit and summons which has to be actually served on the parties unless the court approves alternative service. Additionally, even in a suit, if one party is served and the other is not, then the suit is not invalid as to the party who was properly served and only the party who was improperly served would have any claim as to improper service or lack of service.

2) The demand letter is legally served (as I said this is not a lawsuit) if it is posted, hand delivered or sent through regular first class mail or certified mail.

3) If you cannot open the salon and you can prove good cause, then you do not need to do so. I presume they want you to open as part of your legal duty to mitigate damages, but if there is a legitimate ground for not opening, then you do not have to do so.

4) The damages they are talking about is that they will have the appraisal done and will sue you for any losses they have experienced as a result of your not properly closing up the LLC and buying out her interests.

5) They are alleging that the person is not working for no good reason and that the person should be opening and running the salon and under FL law a member cannot intentionally cause the business to lose money as it is a breach of fiduciary duty to the LLC and the other members and you could be held liable for that breach of fiduciary duty.

If you have not obtained an attorney to represent your LLC yet, you should because an owner cannot represent an LLC in any legal action it is considered the unauthorized practice of law.


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Customer: replied 3 years ago.
I am very confuse. The choice of the one and only stylist who had signed over her partnership % in the LLC months prior this situation where she was afraid to come into work was to avoid the the abusive, alcoholic and reported psycho behavior of the individual just released from the salon. His behavior was irrational and frightening how can we be sued for closing the salon for this reason.
Expert:  Law Educator, Esq. replied 3 years ago.
Because businesses have crazy and abusive employees all of the time and it doesn't mean they go out of business, they get appropriate restraining orders against the individual if they fear harm, but it is not reasonable that one closes a business without taking any other steps because of a problem employee.
Customer: replied 3 years ago.
I think you are misunderstanding it wasn't close for good... only for a week to assure no problems from this individual... clients were moved from the books on that week to the next week.
Expert:  Law Educator, Esq. replied 3 years ago.
But you are seeking to sell it off without reopening (which is my understanding from everything above, although it did jump around a bit). You cannot just sell everything off and exclude the other members in the decision. What I was able to gather from your posts is that the main complaints here were you did not mitigate losses by opening AND you are divesting a member of their interest in the LLC by seeking to sell off without their approval or consent, which is not allowed under the laws.
Customer: replied 3 years ago.
No... that is not true. We have been struggling with this business from day one. I have had to put out of pocket money in the salon just to pay bills and keep things current, which I can no longer do. The ONLY reason the salon was closed this week is because of concern of him returning to the salon and creating any kind of disturbance when clients were present. We wanted to avoid this because we wanted to make sure that all was handled legally to prevent him from coming into or around the salon... I mentioned around the salon because a neighbor coffee shop had MAJOR PROBLEMS with him and indicated they would call the police. We were not sure if we could get a restraining order we were using this time to discovery and act responsibility for what clients we did have and the surrounding businesses that complained of his abusive, alcoholic and reported psycho behavior. This is NOT just us saying this.

The amount of clients we currently have do not even come close to paying the overhead after paying the stylist their share. Those clients belonged to the stylist prior coming to work for the business. Even if she left them with the LLC they wouldn't stay... it is the way the salon business is.

Nothing was being sold off it was only offered as a thought and a possible immediate solution so as not to occur more debt since there is no money.
Expert:  Law Educator, Esq. replied 3 years ago.
But that is the matter the other party is litigating and arguing with you and as an LLC to litigate you must have an attorney and you cannot represent the LLC in this. At this point before you can take any action with the LLC or its assets, you have to resolve the buy out of the members unless all members agree to dissolve the LLC.
Customer: replied 3 years ago.
They want to see records today at 2:00 yet I can't be available until Monday because I am not available I am open to them reviewing anything they want yet on Monday even though the demand letter says today at 2 can I make it Monday at the same time.
Expert:  Law Educator, Esq. replied 3 years ago.
You need to send them a notice that you are not refusing their inspection and the law says you have to make them available at a reasonable time so suggest some reasonable times for the inspection when you send them an email or notice that you are not available today.
Customer: replied 3 years ago.
Since I am not available until Monday can I make it at their convience on Monday
Expert:  Law Educator, Esq. replied 3 years ago.
Yes, suggest several days and times when you are available to show you are willing to accommodate them.
Customer: replied 3 years ago.
One of the partners name was removed from both the LLC and having any access to the banking account because he increased what was being paid to him without us knowing.... he also removed $20, 000 from the account because, his mismanaged paying the bills and took the account into overdraft from this mismanagement.

We removed him after these actions to protect the company... we have proof... can this come back onto him.
Expert:  Law Educator, Esq. replied 3 years ago.
Yes, that is a breach of fiduciary duty to the LLC and he can indeed be sued for this action if it was not approved by the other members.
Customer: replied 3 years ago.
They were given notice that I was available Monday or Wednesday any time next week.

I am still very confused on the matter of choosing to not open the salon this week to protect our clients, the salon, our business neighbors and myself.... I am the sole stylist in the salon... what I do in hair is the salon's only revenue... if I got hurt... their would be no money PERIOD... I am also a single mother of 4 Children... if I am already aware of his irrational behavior I allow myself to possibly be open I would thinks THIS would be supporting the LLC not against it. I can look at this choice as taking a well needed vacation from this frightening situation. I moved the clients to next week to be sure he has no access to the complex and the salon. The hair business fluctuates in this manner all the time. Clients cancel, move to another day - time.... so moving them to next week does not loose the resources in any way shape or form... are you still saying this is against the LLC?
Customer: replied 3 years ago.
Another question... if there is 3 individuals on a LLC doesn't the marjory rule or does all three have to agree on changes, selling or what. How is that handled in a LLC
Expert:  Law Educator, Esq. replied 3 years ago.
Absent a voting agreement to the contrary, each person gets a vote and the majority does rule. However, when it comes to buying out the member you need to negotiate that with the member. Although, if the majority decides to close the LLC, then anything received from the sale is split evenly between the members.
Customer: replied 3 years ago.
I am still very confused on the matter of choosing to not open the salon this week to protect our clients, the salon, our business neighbors and myself.... I am the sole stylist in the salon... what I do in hair is the salon's only revenue... if I got hurt... their would be no money PERIOD... I am also a single mother of 4 Children... if I am already aware of his irrational behavior I allow myself to possibly be open I would thinks THIS would be supporting the LLC not against it. I can look at this choice as taking a well needed vacation from this frightening situation. I moved the clients to next week to be sure he has no access to the complex and the salon. The hair business fluctuates in this manner all the time. Clients cancel, move to another day - time.... so moving them to next week does not loose the resources in any way shape or form... are you still saying this is against the LLC?
Expert:  Law Educator, Esq. replied 3 years ago.
They are claiming you caused the loss of business and that is their argument and they will have to prove their argument and you will have to prove you had good cause for not opening.

I didn't say you could not do it, I am just giving you the other party's argument and what you need to prove.
Customer: replied 3 years ago.
I understand that they are claiming I cause the lost of the business. However I have proof from others on their own fears about him... this just isn't me... if others come forward is that proof enough? I am the only person in the business it sounds like the law is more concerned with the business than my life.
Expert:  Law Educator, Esq. replied 3 years ago.
Yes, this is part of the litigation and if you have the proof needed to overcome their contentions, then you would be able to defeat their claims.
Customer: replied 3 years ago.
Does a settlement - demand letter that I received by law indicate that I have to follow what their demands are prior me receiving consul from an attorney?

I will be seeing an attorney on Thursday... until then I am taking the time to put together and answer their arguments one at a time because they are false.

The other partner on the LLC won't be back into town until Friday... she hasn't any knowlege don't I have to wait until she is back to chnage anything?
Expert:  Law Educator, Esq. replied 3 years ago.
No you do not have to comply with their demands. This is their demand and attempt to negotiate, it is not a legal order from any court.

You have to at least contact the other member to let them know what is going on, they do not necessarily have to be back in town.

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