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BartEsq
BartEsq, Researcher
Category: Business Law
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Experience:  Juris Doctor
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In california, an LLC is signed and executed by two parties

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In california, an LLC is signed and executed by two parties in Jan 2008. The LLC has a speicific buyout agreement. The LLC is to operate a business (restaurant). In Aug 2008 the same two parties marry. The parties then decide to divorce in May 2012. One party offers her half for sale to settle the divorce. Are the terms of the LLC Buy Out Agreement still in effect or are they voided when the marriage took place becoming community property? Also, canthe Family Law court void the LLC;s Buy Out agreement? Does the Family Law court take precedents over the LLC's Buy Out agreeement?
Submitted: 1 year ago.
Category: Business Law
Expert:  BartEsq replied 1 year ago.

BartEsq :

Hi, my name isXXXXX going to try and help.

BartEsq :

An LLC is a legal entity apart form yourself and your ex wife.

BartEsq :

You and your ex are owners of the LLC. You ownership in the LLC is an asset.

BartEsq :

The operating agreement is a contract. All owners are bound but the operating agreement.

BartEsq :

When the two of you got married, nothing changes with the LLC or operating agreement.

BartEsq :

The family court can order either owner to do something with thier ownership interest because the ownership interest is an asset. If something is not in accord with the operating agreement, the operating agreement would usually control. In this case, as long as both parties agree on what to do with the ownership interest in the LLC, then there is no problem.

BartEsq :

Basically, you can both agree to do what ever you want. When one of you disagrees, then the circumstances change and the situation needs to be evaluated agaisnt the backdrop of the LLC statutes and operating agreemetn.

JACUSTOMER-iziwfdc5- :

so the terms of the buyout in the LLC must be followed. Specifically the dertemination of value which calls for an independent valuation and for the terms of payment by the selling party. The terms are 5% down and the balance in equal payments over the next 60 months. She wants a lump sum but the buy out agreement says 5% down and the balance over 60 monthes. Understand this could be negotiatied but if there is a disgreement the fallback authority is the LLC and buy out agreement.

BartEsq :

Correct.

JACUSTOMER-iziwfdc5- :

My attorney said to me that the Family Law court takes precendent over the LLC and the Family Law court would order the sale of the business if both sides cannot agree on a price. B but the LLC says the valuatioin if one party wants to sell is

BartEsq :

Well, the family law court can order you to do something with your assets.

BartEsq :

Your ownership interest is an esset.

BartEsq :

asset*

JACUSTOMER-iziwfdc5- :

But the LLC says the valuatiion process is to obtain an independent third party for the valuation.

BartEsq :

And that is an argument your lawyer should be pushing for.

JACUSTOMER-iziwfdc5- :

Can the Family Lawe court decide upon the value of a business without an evaluatoin?

BartEsq :

You have grounds based on contract law and the LLC statutes to push for a third aprty valuation.

BartEsq :

Not exactly. The could value your ownership interest. Not the same as the business value.

BartEsq :

Pretend you own stock.

JACUSTOMER-iziwfdc5- :

So the LLC is a contract between two parties that can be enforced under contract law.

BartEsq :

Corect.

BartEsq :

Correct*

JACUSTOMER-iziwfdc5- :

And it is valid even though the parties married. And community property does not supercede the LLC entered into before the marriage. Correct?

BartEsq :

Not exactly in those words. The operating agreement is still valid.

BartEsq :

If the family court orders you to do something agaisnt the operating agreement terms, you will have ground to appeal.

JACUSTOMER-iziwfdc5- :

The opertaing agreement and the buyout agreement which is part of the LLC operating agreement are still valid. Correct? Thakns . Appreciate your help.

BartEsq :

Yes. You can argue those terms need to be followed regardless of marraige.

BartEsq :

Anything else?

JACUSTOMER-iziwfdc5- :

No. Thanks. If I need any further help how do I get to you in the future? Appreiate your input.

BartEsq :

My goal is to provide you with excellent service. Let me know if you have any questions. If I can provide you with any additional service, please don't hesitate to ask. Please remember to rate my service. Bonus is not mandatory but much appreciated. Thank You.


You can request me directly by putting “To Bart” at the beginning of your question or clicking on my profile link here: http://www.justanswer.com/law/expert-bartesq/


 

JACUSTOMER-iziwfdc5- :

How do I make a copy of this transcript/conversation? Is it saved somewhere?

BartEsq :

Copy and paste...or you can view it later in your account.

JACUSTOMER-iziwfdc5- :

Thanks.

BartEsq :

No problem.

JACUSTOMER-iziwfdc5- :

Done

BartEsq :

Ok. Good luck.

BartEsq :

Sometimes there are technical problems with the rating system. Im going to switch to Q&A format. We will lose live chat but can still reply to each other. Let me know if there are any problems rating or if you need anything further.

BartEsq, Researcher
Category: Business Law
Satisfied Customers: 1506
Experience: Juris Doctor
BartEsq and 2 other Business Law Specialists are ready to help you
Expert:  BartEsq replied 1 year ago.
Our chat has ended, but you can still continue to ask me questions here until you are satisfied with your answer. Come back to this page to view our conversation and any other new information.

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Customer: replied 1 year ago.

Excellent service. Your answer and our conversationi was clear and to the point. Thank you. First time user.

Expert:  BartEsq replied 1 year ago.
Thank you very much. Please let me know if I can help with anything further.

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