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Phillips Esq.
Phillips Esq., Attorney-at-Law
Category: Legal
Satisfied Customers: 12822
Experience:  B.A.; M.B.A.; J.D.
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On May 1, 2013 Plaintiff Mr. Smith brought an action in Civil

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On May 1, 2013 Plaintiff Mr. Smith brought an action in Civil Court against Defendant Mr. Bill. Mr. Bill and Mr. Smith agreed to a settlement that both their attorneys help create and all parties signed it, however the parties continued to litigate against one another. Stipulated in the agreement was;
1. Both Mr. Bill and Mr. Smith are each 50% members of a newly formed California LLC.
2. Defendant Mr. Bill attorney Miss. Jones shall be the Manager of the newly formed LLC.
3. In a declaration given to the court Mr. Bill Attorney Miss. Jones said;
“I understood that I was being the manager of the newly formed LLC, not independent of my duties as the attorney of Mr. Bill, but in fulfillment thereof.”

4. On May 15, 2013 Mr. Bill Substituted attorney Miss Jones out as being his attorney and a new attorney was Substituted in as Mr. Bill new attorney of record, Miss. Jones no longer represents Mr. Bill as his attorney as of May 15, 2013.

Based on Mr. Bill substituting his attorney Miss. Jones out of the case and Mr. Bill employing and substituting in a new attorney of record. And the stipulation in attorney Miss. Jones declaration given to the court that said “I understood that I was being the manager of the newly formed LLC, not independent of my duties as the attorney of Mr. Bill, but in fulfillment thereof.”

Question; After attorney Miss. Jones was Substituted out of the case by her client Mr. Bill, and she no longer has a duty to represent Mr. Bill, is attorney Miss. Jones obligated to continue to act as the manager of the LLC or does her substitution of attorney release her of all her LLC management obligation in the settlement agreement since she stipulated by saying to the court; “I understood that I was being the manager of the newly formed LLC, not independent of my duties as the attorney of Mr. Bill, but in fulfillment thereof.”

Please explain your answer and if possible cite any case law or statutes or attorney rules etc., that supports your answer.
Submitted: 9 months ago.
Category: Legal
Expert:  Phillips Esq. replied 9 months ago.
Hello: This is PhillipsEsq. I am a licensed Attorney and I will be assisting you today.


On May 1, 2013 Plaintiff Mr. Smith brought an action in Civil Court against Defendant Mr. Bill. Mr. Bill and Mr. Smith agreed to a settlement that both their attorneys help create and all parties signed it, however the parties continued to litigate against one another. Stipulated in the agreement was;
1. Both Mr. Bill and Mr. Smith are each 50% members of a newly formed California LLC.
2. Defendant Mr. Bill attorney Miss. Jones shall be the Manager of the newly formed LLC.
3. In a declaration given to the court Mr. Bill Attorney Miss. Jones said;
“I understood that I was being the manager of the newly formed LLC, not independent of my duties as the attorney of Mr. Bill, but in fulfillment thereof.”

4. On May 15, 2013 Mr. Bill Substituted attorney Miss Jones out as being his attorney and a new attorney was Substituted in as Mr. Bill new attorney of record, Miss. Jones no longer represents Mr. Bill as his attorney as of May 15, 2013.

Based on Mr. Bill substituting his attorney Miss. Jones out of the case and Mr. Bill employing and substituting in a new attorney of record. And the stipulation in attorney Miss. Jones declaration given to the court that said “I understood that I was being the manager of the newly formed LLC, not independent of my duties as the attorney of Mr. Bill, but in fulfillment thereof.”

Question; After attorney Miss. Jones was Substituted out of the case by her client Mr. Bill, and she no longer has a duty to represent Mr. Bill, is attorney Miss. Jones obligated to continue to act as the manager of the LLC or does her substitution of attorney release her of all her LLC management obligation in the settlement agreement since she stipulated by saying to the court; “I understood that I was being the manager of the newly formed LLC, not independent of my duties as the attorney of Mr. Bill, but in fulfillment thereof.”



Response:
No. Miss Jones no longer has any duty to continue to function as the Manager of the LLC .The termination of the Attorney-Client relationship terminates her duty as the Manager of the LLC. Also and more importantly, the name of the Manager of an LLC is not listed on the Articles of Organization of the LLC. So, Ms. Jones cannot be forced to continue to function as the Manager until Certificate of Amendment is filed with the Secretary of State’s Office because she is not specifically named as the Manager of the LLC on the Articles of Organization. So, any other person can resume Ms. Jones' duties without the LLC filing a Certificate of Amendment with the Secretary of State's Office. See California Corporations Code Sections 17050-17062 especially Sections 17054 and 17056.

Phillips Esq., Attorney-at-Law
Category: Legal
Satisfied Customers: 12822
Experience: B.A.; M.B.A.; J.D.
Phillips Esq. and 15 other Legal Specialists are ready to help you
Customer: replied 9 months ago.


So she would have no standing after being fired to bring and action against any of its member in the LLC name. why ?

Expert:  Phillips Esq. replied 9 months ago.

So she would have no standing after being fired to bring and action against any of its member in the LLC name. why ?



Response: Yes, because she is no longer the Manager of the LLC
Phillips Esq., Attorney-at-Law
Category: Legal
Satisfied Customers: 12822
Experience: B.A.; M.B.A.; J.D.
Phillips Esq. and 15 other Legal Specialists are ready to help you
Customer: replied 9 months ago.


is there any case law or other ruling on this answer

Expert:  Phillips Esq. replied 9 months ago.

I do not have a case law for my answer because it would cost me a minimum of $500.00 to access database where I could research case law and shepardize it—make sure that the case is still good law. Considering the amount that you have paid for your post, that would be quite cost prohibitive for me.


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