Carolinian is a closely held, manager-managed limited liability company, organized under the laws of South Carolina. Carolinian
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Following the foreclosure sale, Carolinian asserted it was entitled to purchase Patel's distributional interest from the Levys pursuant to Article 11 of the Operating Agreement, which provides that if a member attempts to transfer all or a portion of his membership share without obtaining the other members' consent, such member is deemed to have offered to the LLC all of his membership share. Carolinian contended that, since the Levys failed to obtain the consent required under Section 11.1 of the Operating Agreement, their distributional interest was deemed to have been offered to Carolinian, and Carolinian was entitled to purchase that interest under Section 11.2. The Levys objected to Carolinian's attempt to force them to sell their interest, arguing they were not subject to the terms of Article 11 of the Operating Agreement. Explain who should prevail.
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Related Book For
Smith and Robersons Business Law
ISBN: 978-1337094757
17th edition
Authors: Richard A. Mann, Barry S. Roberts
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