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Ask Roger Your Own Question

Roger
Roger, Lawyer
Category: Real Estate Law
Satisfied Customers: 26334
Experience:  BV Rated by Martindale-Hubbell; SuperLawyer rating by West
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For Rodger, Lawyer Can we start a chat>

Resolved Question:

For Rodger, Lawyer

Can we start a chat>
Submitted: 9 months ago.
Category: Real Estate Law
Expert:  Roger replied 9 months ago.

Roger : Hi - I got it.
Customer:

Great

Customer:

I's like to work with you until I get this resolved

Customer:

So to start a chat I click your name right?

Roger : Ok. I'll be glad to help.
Customer:

So to do this right I have to send a case summary ok?

Customer:

My objectives:

Customer:

OOps I gotta be careful with the hard return key.

Customer:

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.

Customer:

Did you step out of the chat?

Customer:

Objectives cont

Customer:

determine if the LLC and individual we sued (JR) has any assets

Customer:

Attach those assets, Collect, Distribute funds, dissolve my LLC.

Customer:

You are back

Roger : I am. I was looking at the outline.
Customer:

great.

Roger : If there are assets, it's likely to take filing a lawsuit and ask for an accounting in order to determine this.
Customer:

But we already won the lawsuit for $1.5M

Customer:

Couldn't we attach assets?

Roger : Ok. Sorry.
Customer:

We have not done that propably for 2 reasons:

Roger : Yes, if you've got a judgment, then you can attach assets.
Customer:

1) The MM, her name is KK has not taken action

Customer:

2) At the timeof the judgement he had no assets

Roger : The best way to discover the assets is to do a judgment debtor examination of the judgment debtor and you can ask where there assets are, how much they have, worth, etc.
Roger : Then you can proceed to attach these assets and liquidate them in order to pay off the judgment.
Customer:

But that was yers ago. Since he is a developer he may have assets worth attaching now.

Customer:

But here is the complex part. KK was probably getting bonuses fron JR for bring in investors.

Roger : That's what the judgment debtor exam will help you determine.
Customer:

That was a breach. She does not want us to succeed in collecting from JR because he may reveal the payments and the breach

Customer:

So step 1 is remove KK as the MM of the LLC1.

Customer:

Do you agree?

Customer:

Hmmm shows you off line again....

Customer:

and now you are back

Roger : You could likely still get things done without doing that since you have a judgment, but that is something you can try to do which should make things easier.
Customer:

I do not trust KK and think she would try to either:

Roger : [don't worry about it saying that I'm on or offline - yours is doing the same thing - must be a glich]
Customer:

1) Convince the other members to give up because JR has no assets

Customer:

2) Accept a very small amount as settlement

Customer:

So back to getting KK out as MM.

Customer:

After 2 year of hearing nothing from KK she sent the 2012 tax forms ( pretty late) and a letter explaining our position.

Customer:

It showed the assets, judgement, and she debt, unpaid legal bills.

Customer:

it asked for a vote:

Customer:

1) members loan the LLC more $$

Roger : Well, the MM has a fiduciary duty to the members to make the best deal possible, so that's what would need to happen.
Customer:

2) Fold the LLC

Customer:

3) Sell the LLC to someone

Roger : If she's going to put a hitch in the process, then you're going to need to try to remove her for sure.
Customer:

4) assign to debt collector who can accept ANY settlement any keep a % for himself

Customer:

So I want her out!

Customer:

I have the votes. Just need to work through it

Customer:

She may not be to commited to her fiduciary duty. She already filed and was granted BK and listed out LLC as a debtor.

Customer:

So back to removing her...

Customer:

But lets talk first about how you and I are going to work together.

Customer:

How do you see it?

Customer:

I will continue to pay bonuses. There is a lot here to understand but you seem to be getting it.

Customer:

You know that the LLC1 I invested in is an Arizona LLC right?

Customer:

How much time do you have to chat today?

Roger : Well, I am glad to help, but I can't' be your lawyer and I can't give more than surface information confidently because I haven't reviewed documents, done research, etc. to really help as I could if you were a client.
Roger : As for whether LLC1 is an Arizona LLC, you could do that with a quick search on the Arizona Sec. of State's website.
Customer:

I had another lawyer during her BK. But stopped using him when things slowed down.

Customer:

Now that there is activity. I ready to work through this.

Customer:

Can I become a "regular" client?

Roger : We're not allowed to take on clients through this site, unfortunately.
Customer:

I know the LLC1 I invested in is an Arizona LLC,

Customer:

OK

Roger : We're only allowed to provide information. That's why I'm letting you know this. I hate for you to pay me money and then end up having to spend a lot more with a private lawyer in your area.
Customer:

So how do you suggest we proceede?

Customer:

I dont mind paying you and a private lawyer because you can help me be much more efficient with the other lawyer.

Customer:

If I "find" you outside of Just Answers can I hire you?

Customer:

You are familiar with Arizona law re LLC's?

Roger : Unfortunately, no. We can't 'pick up clients through the site.
Customer:

OK So how do you suggest we proceed?

Roger : I am familiar with LLC law in general, but for a complicated situation like this, you would me much better served by hiring a local lawyer as this is going to take some work on the ground.
Customer:

You can read attachments apparently, so you could get very familiar w/ the case.

Customer:

I will go back to the Atty I was using, but can use you for some understanding as well

Customer:

Does that make sense?

Roger : I'm not trying direct you off of the site, and I can help answer general questions for you, but it's not a substitute for a local attorney
Customer:

I understand.

Roger : Sure, I'll be glad to answer questions and try to help however I can - - but, you really should hire an attorney too.
Customer:

Because this is complicated I prefer to work here with one atty.

Customer:

I will hire an atty here as well.

Customer:

So to move this along as fast an efficiently as possible, What is your schedule on JA?

Roger : I'm around most every day.
Customer:

Can I sent the Operating agreement it is a PDF.

Customer:

Does it make sense to set up regular chat times?

Roger : We get emails and notifications, so I'll respond shortly thereafter.
Roger : You can make a post whenever you like, and I'll respond as soon as I get notified.
Customer:

Ok so no set schedule.

Customer:

Would it help if I commit to using you for a certain time, or a certain amount ?

Customer:

I want you to be motivated to really understand the case and to be willing to read the docs.

Customer:

Should I limit my time on chat w/ you?

Roger : You can just post questions as you like and I'll respond as soon as I can after that.
Customer:

Should I limit my time on chat w/ you?

Customer:

Can I send Operating Agreement?

Roger : As far as I know, there's no limit to the chat time.
Customer:

Esp re the Managing Member and how to remove her

Customer:

Ok no limit, Cool

Roger : As for the operating agreement, I'd rather that you ask questions about a sentence ,paragraph, etc. and let me respond instead of me reviewing the entire document as that can get a little to far into a lawyer/client function.
Customer:

Ok deal here is section re MM:

Customer:

5.1 Management of the Company.
(a) Administrative Manager – Day-to-Day Management. The day-to-day
business and affairs of the Company shall be managed by the Company’s “Administrative
Manager”. The initial Administrative Manager of the Company shall be (Removed).
An Administrative Member may be removed or replaced by the affirmative vote of a
majority in number of the Manager other than the Administrative Manager. If the
Administrative Manager resigns, a replacement Administrative Manager may be appointed
by the affirmative vote of a majority in number of the Manager other than the resigned
Administrative Manager. Subject to the other terms of this Agreement, including Section
5.1(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:

Customer:

So the MM can only be removed by a vote of the MM ????

Customer:

is that legal?

Customer:

Glitchey program!

Customer:

Hello you there?

Roger : I am. Was helping another customer.
Customer:

No prob

Roger : Yes , majority vote is required for removal.
Customer:

See Op agr re MM

Customer:

I did not see that.

Customer:

Please read again. Majority vote of "Manager" and She is the only manager.

Roger : It says the administrstive member can be removed by majority vote.
Customer:

Is that legal?

Roger : Is the administrative member not the manager?
Customer:

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 a
majority in number of the Manager other than the Administrative Manager.

Customer:

The Administrative Manager is KK. and she can only be removed by "the affirmative vote of a
majority in number of the Manager other than the Administrative Manager" That makes no sense!!

Roger : Yeah, I agree.
Customer:

There is no "Manager other than the Administrative Manager"

Roger : I think that's supposed to say members.
Customer:

But she put out this letter that ask for a vote. but calls it "This is Adivsory only".

Customer:

Yea so the intent is : "An Administrative Member may be removed or replaced by the affirmative vote of a
majority in number of the MEMBERS other than the Administrative Manager." Agreed?

Roger : I think so. You're probably going to have to get a local attorney to challenge this procedure as it makes no sense. The voting process is probably going to need amending.
Customer:

Since she put out a letter asking for a vot but calling it "Advisory" I have asked ALL members to vote me in:

Roger : The advisory language makes no sense.
Roger : That means that the member votes mean nothing.
Customer:

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 "


BEST CHOICE

Roger : They're just advisory and the manager will do what she wants.
Customer:

So perhaps she is just testing the waters without having to follow the vote. Right?

Customer:

Yes So If I show that I have the support. She may step down. Unless she wants fight it.

Roger : That's what it sounds like.
Roger : Right.
Customer:

Now why fight it? She says the LLC is worthless. She is hiding something. Does not want me to have access records, bills, checks.

Roger : Yeah, if she's fighting, there's a reason.
Customer:

So Next step: Get all members to support me in even the Advisory vote.

Customer:

Lets stop here. This is hard work.

Roger : I think that's the start. If she won't relent, you're probably going to have to seek judicial intervention to try and remove her.
Customer:

Yep Seems a judge would see the nonsense in the Opp Agrmt.

Customer:

Bye

Roger : Should.
Customer:

Bye

Customer:

Excellent !!!!

Roger : Let me know if you need something else.
Customer:

Chat again tomorrow?

Customer:

What time are you typically on?

Roger : That's fine. Usually 9 AM until 9 PM
Customer:

What time zone?

Roger, Lawyer
Category: Real Estate Law
Satisfied Customers: 26334
Experience: BV Rated by Martindale-Hubbell; SuperLawyer rating by West
Roger and 6 other Real Estate Law Specialists are ready to help you

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