Chapter 40 – Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships
V. ANSWERS TO PROBLEMS AND PROBLEM CASES
1. No. The court reasoned that if a creditor could require an LLC to make a call for capital on
the LLC member for their pro rata shares of the LLC’s business debt, in effect the LLC’s
2. Probably. The appeals court held that the Alabama LLC statute did not allow an LLC operating
agreement LLC to eliminate a manager’s duty of loyalty or to reduce unreasonably the duty of care as
defined in Alabama statute. The appeals court also held that the mother’s authority under the operating
3. No. The court held that the oral agreement was not enforceable under the Statute of Frauds,
as it required more than one year for completion. The court enforced the written buyout
4. Katris sued Doherty on the grounds that Doherty breached a fiduciary duty he owed to the
LCC. The court held that because Doherty was a member but not a manager of the LLC, he
Although he did not do so, how could Katris have better argued his case? He should have
used agency law, proving that Doherty was an agent of the LLC and, therefore, owed a duty
5. Maybe. The court was unwilling to grant summary judgment either for Pazmino or Boze, and
remanded the case to the trial court. The court found that Boze’s billing records appeared to
refer to Buena Vista as the client, and the invoices suggested that Buena Vista was the party
being billed for Bose’s work, indicating that Pazmino had not contracted with Boze in his
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© 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any
manner. This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Chapter 40 – Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships
6. The court concluded that the parties were deadlocked, because Achaian had acquired all of
Holland’s voting rights. The court first noted that the LLC statute does not make LLC
interests freely transferable, such that a transferee would not have any voting rights attached
7. Possibly. The case was remanded to the trial court to determine whether Carpenter held a
good faith belief that she was a limited partner when she joined the partnership. If that is the
8. No. While the failure to register as a foreign limited partnership may deny the limited
9. Yes. Oklahoma law, like RULPA section 502, allows creditors to enforce the limited
10. Under the ULPA of 2001, as a limited partner Blinder, Robinson has no liability even if it
manages the business. Under the RULPA, which applied when this case was decided, the
court applied Section 303 and concluded that Blinder, Robinson was not liable as a general
partner. Although Blinder, Robinson used its offices as a ticket outlet, gave two parties to
promote the match, provided a meeting room for limited partnership meetings, and appeared
11. No and no. As members and managers of the LLC, they are separate from the LLC and
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© 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any
manner. This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.