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Ask Law Educator, Esq. Your Own Question
Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Legal
Satisfied Customers: 118778
Experience:  JA Mentor -Attorney Labor/employment, corporate, sports law, admiralty/maritime and civil rights law
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Looking attorney to over look my LLC particular clause.

Customer Question

Looking for a attorney to over look my LLC for a particular clause.
Submitted: 1 year ago.
Category: Legal
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
What specifically is your question for us?
Customer: replied 1 year ago.
I'm currently in a partnership with 2 other members. We are looking to open another location but one of our members hasn't been holding up their end. So we want to expand without them but wanted to make sure our LLC doesn't state anyone is grandfathered into future locations.
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply.
I can look at that, but you know that even though the agreement does not say any member has a right to participate in other locations, members of an LLC owe a fiduciary duty to the other members and to the LLC to not engage in business contrary to or compete with the interests of the LLC or the other members. So even if you do not have such a clause, the excluded member can still try to pursue a claim based on breach of your duty to the other members and the LLC.
You need to look at clauses for removing or buying out other members or negotiating a buyout if he is not holding up their end.
But I will look at the agreement as well.
Customer: replied 1 year ago.
Ok. I figured it was something like that.
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply.
If you are expanding and cutting out a member of the LLC it opens you and the LLC to claims of breach of fiduciary duty, which can be a costly legal battle unless you come up with some buyout plan.