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TJ, Esq.
TJ, Esq., Attorney
Category: Business Law
Satisfied Customers: 9695
Experience:  Licensed to Practice Law
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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?
Submitted: 3 years ago.
Category: Business Law
Expert:  TJ, Esq. replied 3 years ago.
Hello and thank you for allowing me the opportunity to assist you.

A demand letter is not enforceable even if it is personally accepted. It is just a demand, and the demand can be ignored. If it's ignored, then the issue must be resolved in court.

If you want to be sure that the demand letter is received, then I would send it via certified mail, return receipt requested. That will give you proof that it was received by the person it is addressed to.

Have I satisfactorily addressed your concerns? If not, then feel free to let me know, as I will be happy to clarify my answer or help with your follow-up questions. In the meantime, please remember to click the green accept button so that I will receive credit and compensation for my time (doing so does not end our session). Positive feedback is always appreciated as well. Thank you and good luck!
Customer: replied 3 years ago.
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?
Expert:  TJ, Esq. replied 3 years ago.
Hi again.

"Am I obligated under the LLC of the salon to keep the salon open under these circumstances?" If you're asking if you must work, then the answer is no. You don't have to show up to work. The other member has no recourse against you for refusing to work.

"She is a sole stylist and the clients she serves through the salon belong to her not the LLC." That is probably incorrect. Moreover, if you took those clients away from the LLC, and served them on your own, then you could be sued. The reason is that you owe the LLC a duty of loyalty not to compete against it.

"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." That statement is correct.

"what possible damages are they talking about?" As mentioned above, you cannot compete against the LLC, so those are likely the damages in mind.

"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?" Yes, that makes sense, but it must be handled pursuant to the law. You can't make a unilateral decision to just sell everything and dissolve the LLC. All members must agree, and they have appraisal rights (as was brought to your attention). You should review the various LLC statutes HERE. Pay close attention to 608.427,(NNN) NNN-NNNN etc.

Have I satisfactorily addressed your concerns? If not, then feel free to let me know, as I will be happy to clarify my answer or help with your follow-up questions. In the meantime, please remember to click the green accept button so that I will receive credit and compensation for my time (doing so does not end our session). Positive feedback is always appreciated as well. Thank you and good luck!
Customer: replied 3 years ago.
"Am I obligated under the LLC of the salon to keep the salon open under these circumstances?" If you're asking if you must work, then the answer is no. You don't have to show up to work. The other member has no recourse against you for refusing to work.

"She is a sole stylist and the clients she serves through the salon belong to her not the LLC." That is probably incorrect. Moreover, if you took those clients away from the LLC, and served them on your own, then you could be sued. The reason is that you owe the LLC a duty of loyalty not to compete against it.

QUESTION:
This answer is confusing to me as I have personally brought in the clients. The business license is not under the LLC, the state and the county license, the lease and electric is all under my name personally so how does my clients belong to the LLC?
Expert:  TJ, Esq. replied 3 years ago.
Hi again.

If you work for the LLC when you serve the customers, then they are customers of the LLC, not you personally. It doesn't matter if you're the reason the customers came to the LLC. Moreover, you cannot compete with the LLC. That breaches your duty of loyalty to the LLC. The business license, utilities, etc., are all irrelevant.

Please remember to click "accept."
TJ, Esq., Attorney
Category: Business Law
Satisfied Customers: 9695
Experience: Licensed to Practice Law
TJ, Esq. and 4 other Business Law Specialists are ready to help you
Customer: replied 3 years ago.
In December the stylist member of the LLC signed over her interest, therefore would the clients she is serving and personally brought into the salon still belong to the LLC or her.
Customer: replied 3 years ago.
If the stylist who was on the LLC signed over her % ownership to another member, which she no longer
was a LLC owner, then does the same apply to the clients that she brought into the salon?
Customer: replied 3 years ago.
ecember the stylist member of the LLC signed over her interest, therefore would the clients she is serving and personally brought into the salon still belong to the LLC or her.
Expert:  TJ, Esq. replied 3 years ago.
Hi again.

The clients would belong to the LLC if she was working for the LLC. It doesn't matter if she signed over her interest in the LLC.
Customer: replied 3 years ago.
Does that mean then that anyone who is working for an LLC ( commission based ) company who brought there clients with them, the clients would then become the property of the salon?
I
Expert:  TJ, Esq. replied 3 years ago.
Hi again. Generally speaking, the answer is yes. It's not an issue if the stylist is not a member of the LLC since a non-member owes no duty of loyalty once she quits working for the LLC (i.e., she can bring customers with her). But a member owes a duty of loyalty to the LLC, and that duty exists until the LLC is either legally dissolved or until the member withdraws herself.
Customer: replied 3 years ago.
I was one of the members and in December I with drew Myself. Was there a certain procedure I needed to do to legally do that.
Expert:  TJ, Esq. replied 3 years ago.
Yes, it's more than simply saying "I'm withdrawing." Here's the relevant law:

608.427 Withdrawal of member and distribution upon withdrawal.—(1) A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles of organization or operating agreement and in accordance with the articles of organization or operating agreement. Notwithstanding anything to the contrary under applicable law, unless the articles of organization or operating agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.(2) Upon withdrawal, a withdrawing member is entitled to receive any distribution to which the withdrawing member is entitled under the articles of organization or operating agreement, and, if not otherwise provided in the articles of organization and operating agreement, the withdrawing member is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing member’s interest in the limited liability company as of the date of resignation based upon the withdrawing member’s right to share in distributions from the limited liability company.(3) In the absence of a statement in the articles of organization or the operating agreement to the contrary or the consent of all members of the limited liability company, a member, irrespective of the nature of the member’s contribution, has only the right to demand and receive cash in return for the member’s contribution to capital.

So, you'd need to either follow what the articles of organization state about withdrawing, or you'd need to dissolve the LLC in order to withdraw.

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