LLC

their members

Duty to all other members

they don't have any- just good faith.

• —In
• re South Canaan Cellular Investments, LLC (Bankr. E.D. Pa.
• 2010)(applying Delaware law)(D LLC member allegedly misused the LLC’s
• confidential information to which the member had been granted access to buy a
• debt owed by the LLC to a third party)

• —H: No breach of
• fiduciary duty! This non-managing, non-controlling member had no fiduciary duty
• AND

• —No breach of implied
• covenant of good faith & fair dealing bcz Del statute lets a member lend $ and transact business
• with the LLC, and the LLC gave the member access to the info

you usually have full fiduciary obligation

• UCCLA:
• distributional intersest must be bought if at will
• if for term:
• Article 7 applies if terminated before term
• Article 8 applies if after

Fiduciary and managment rights end at dissociation

RULLCA:

Dissociation does not entitle member to distribution

• Managment rights ends
• If manager, fiduciary duties end as to post dissociation matters
• Member ownes interest as transferee

Deleware has no concept of dissociation

• Pursuant to OA
• Or by unanimous vote if
• 1) unlawful for member to carry on
• 2) there has been a transfer of a members distributional interests
• 3) corporation of partnership membership ceases

• if member:
• a) acts wrongfully, materially and adversly affects business
• b) willfully and persistently breached OA or fiduciary or statutory obligations
• c) conduct makes it not reasonably practicable to carry on

• 1)Express will to withdraw
• 2)Agreed event in OA
• 3)Transfer of distributional interest
• 4) expulsion under OA or Vote, or judical

UPA- Dissociation always leads to Dissolution

RUPA -

• 1) Disssociation by express will in an at will partnership
• 2) In an term partnership: 90 days within death or dissociation, majoirty of partners vote to dissolve, express will of all partners, end of term
• 3) Event outlined in OA
• 4) Illegal to continue
• 5) Judical determination
• 6) Transfer of partner's transferable interst

No personally liable for LLC's debts solely by reason of acting as a member or manager

• for U this can be changed by articles and in writing
• for D the member can otherwise agree aroudn it.

Deleware doesn't include anything regarding forclosure- the other two say its fine.

ULLCA allows for dissolution on account of a charging order if at will or at end of term llc

R doesnt mention judicial dissolution

D it is presumable not available

• U and R: equal shares
• D: as to members contributions

no, same for all three

Under U and R , member is liable of llc insolvent in equity or bankrupcy sense

D: liable if liabilities greater than fair maket value of assets