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Richard, Attorney
Category: Business Law
Satisfied Customers: 55699
Experience:  32 years of experience practicing law and a businessman.
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I am a member of a small LLc holding a piece of commercial

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I am a member of a small LLc holding a piece of commercial real estate. THe property is not worth what we invested in it but is likely worth $20K more than we owe. THe majority partner has offered to "let us out of our obligation" and take over full ownership...he gets the building/land and the liabiltites...we get nothing. THe noteholder has threatened foreclosure as the last tenant is in default and has moved out (but that is another issue). THis other partner stated in an email that if we didn't agree to his terms he would let it go into foreclosure and then buy it from the noteholder. That smacks to me of fraud...would you agree? ALso, he does not want to put it on the market...but I am going to list it anyway to see what offers we might get. I will not accept any without his agreement, but I see no harm or leagal liability by just listing it for sale or lease. PLease advise
Submitted: 6 years ago.
Category: Business Law
Expert:  Richard replied 6 years ago.

Good afternoon. Yes, he is breaching his fiduciary duty if he does anything to the detriment of the LLC and its members that directly benefits himself. If he were to let the bank foreclose, and then try to buy it back from the bank, not only would you have pretty much a slam dunk lawsuit against him, but the bank would also likely be liable for participating in a transaction to deprive the other members of fair value.



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