Real Estate Law
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I's like to work with you until I get this resolved
So to start a chat I click your name right?
So to do this right I have to send a case summary ok?
Here it is as a Word doc
OOps I gotta be careful with the hard return key.
My objectives: remove the current managing member (MM) get myself voted in. Have members who are not helping to pay for the cost of keeping the LLC going sell their shares. Hopefully that includes the current MM KK.
Did you step out of the chat?
determine if the LLC and individual we sued (JR) has any assets
Attach those assets, Collect, Distribute funds, dissolve my LLC.
You are back
But we already won the lawsuit for $1.5M
Couldn't we attach assets?
We have not done that propably for 2 reasons:
1) The MM, her name is KK has not taken action
2) At the timeof the judgement he had no assets
But that was yers ago. Since he is a developer he may have assets worth attaching now.
But here is the complex part. KK was probably getting bonuses fron JR for bring in investors.
That was a breach. She does not want us to succeed in collecting from JR because he may reveal the payments and the breach
So step 1 is remove KK as the MM of the LLC1.
Do you agree?
Hmmm shows you off line again....
and now you are back
I do not trust KK and think she would try to either:
1) Convince the other members to give up because JR has no assets
2) Accept a very small amount as settlement
So back to getting KK out as MM.
After 2 year of hearing nothing from KK she sent the 2012 tax forms ( pretty late) and a letter explaining our position.
It showed the assets, judgement, and she debt, unpaid legal bills.
it asked for a vote:
1) members loan the LLC more $$
2) Fold the LLC
3) Sell the LLC to someone
4) assign to debt collector who can accept ANY settlement any keep a % for himself
So I want her out!
I have the votes. Just need to work through it
She may not be to commited to her fiduciary duty. She already filed and was granted BK and listed out LLC as a debtor.
So back to removing her...
But lets talk first about how you and I are going to work together.
How do you see it?
I will continue to pay bonuses. There is a lot here to understand but you seem to be getting it.
You know that the LLC1 I invested in is an Arizona LLC right?
How much time do you have to chat today?
I had another lawyer during her BK. But stopped using him when things slowed down.
Now that there is activity. I ready to work through this.
Can I become a "regular" client?
I know the LLC1 I invested in is an Arizona LLC,
So how do you suggest we proceede?
I dont mind paying you and a private lawyer because you can help me be much more efficient with the other lawyer.
If I "find" you outside of Just Answers can I hire you?
You are familiar with Arizona law re LLC's?
OK So how do you suggest we proceed?
You can read attachments apparently, so you could get very familiar w/ the case.
I will go back to the Atty I was using, but can use you for some understanding as well
Does that make sense?
Because this is complicated I prefer to work here with one atty.
I will hire an atty here as well.
So to move this along as fast an efficiently as possible, What is your schedule on JA?
Can I sent the Operating agreement it is a PDF.
Does it make sense to set up regular chat times?
Ok so no set schedule.
Would it help if I commit to using you for a certain time, or a certain amount ?
I want you to be motivated to really understand the case and to be willing to read the docs.
Should I limit my time on chat w/ you?
Can I send Operating Agreement?
Esp re the Managing Member and how to remove her
Ok no limit, Cool
Ok deal here is section re MM:
5.1 Management of the Company.(a) Administrative Manager – Day-to-Day Management. The day-to-daybusiness and affairs of the Company shall be managed by the Company’s “AdministrativeManager”. The initial Administrative Manager of the Company shall be (Removed).An Administrative Member may be removed or replaced by the affirmative vote of amajority in number of the Manager other than the Administrative Manager. If theAdministrative Manager resigns, a replacement Administrative Manager may be appointedby the affirmative vote of a majority in number of the Manager other than the resignedAdministrative Manager. Subject to the other terms of this Agreement, including Section5.1(c) below, the Administrative Manager shall have the duty, responsibility and authority,of behalf of the Company, to, in accordance with each applicable Approved Budget:
So the MM can only be removed by a vote of the MM ????
is that legal?
Hello you there?
See Op agr re MM
I did not see that.
Please read again. Majority vote of "Manager" and She is the only manager.
Is that legal?
The initial Administrative Manager of the Company shall be (Removed he name).An Administrative Member may be removed or replaced by the affirmative vote of amajority in number of the Manager other than the Administrative Manager.
The Administrative Manager is KK. and she can only be removed by "the affirmative vote of amajority in number of the Manager other than the Administrative Manager" That makes no sense!!
There is no "Manager other than the Administrative Manager"
But she put out this letter that ask for a vote. but calls it "This is Adivsory only".
Yea so the intent is : "An Administrative Member may be removed or replaced by the affirmative vote of amajority in number of the MEMBERS other than the Administrative Manager." Agreed?
Since she put out a letter asking for a vot but calling it "Advisory" I have asked ALL members to vote me in:
I email ed them and said:
___√___5) Other Please explain your idea.
Please write this in:
" (Name removed) to step down as Managing Member and install (my name here) as the Managing Member "
So perhaps she is just testing the waters without having to follow the vote. Right?
Yes So If I show that I have the support. She may step down. Unless she wants fight it.
Now why fight it? She says the LLC is worthless. She is hiding something. Does not want me to have access records, bills, checks.
So Next step: Get all members to support me in even the Advisory vote.
Lets stop here. This is hard work.
Yep Seems a judge would see the nonsense in the Opp Agrmt.
Chat again tomorrow?
What time are you typically on?
What time zone?
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