Retail Clinic

Topics: Contract, Corporation, Limited liability company Pages: 2 (511 words) Published: November 3, 2014
Chapter 7 Page 201
Question 1
Brian Olson is suing former investor partners Andrea Halvorsen and David Ott for breach of contract. He believes he is entitled to the six-year declining interest contemplated by the draft operation agreement. No contract was signed this was an oral agreement between the parties involved. Over a year and a half period Brian Olson’s lawyers prepared and circulated nine drafts of new operation agreements that would have given each founder a declining percentage of his interest of 6 years upon retirement or death. Brian Olson was paid more than $100 million after he left the limited liability company in 2005. The "Limited liability company agreement" means any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. A member or manager of a limited liability company or an assignee of a limited liability company interest is bound by the limited liability company agreement whether or not the member or manager or assignee executes the limited liability company agreement. A limited liability company is not required to execute its limited liability company agreement. A limited liability company is bound by its limited liability company agreement whether or not the limited liability company executes the limited liability company agreement. A limited liability company agreement is not subject to any statute of frauds. A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth therein. A written limited liability company agreement or another written agreement or writing. If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) executes the...
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