1. One of the advantages of the LLC is that its members enjoy limited personal liability for the company’s obligations. In view of this fact, does the possibility that a court may hold an LLC member personally liable for the LLC’s debts reduce the utility of the LLC form of business organization? Explain.

2. What does “jointly and solidarily” (jointly and severally) mean in terms of liability? Would ORX prefer that Washauer and MBW be held personally liable jointly and severally, rather than that Washauer alone be held personally liable? Explain.

2003, ORX [Resources, Inc.,] entered into the “Clovelly Purchase Agreement” with Coastline Oil & Gas, Inc. Pursuant to this Agreement, ORX purchased certain oil, gas and mineral leases/ interests in a tract of land located in Lafourche Parish, known as the

“Clovelly Prospect.” ORX partnered with other entities, including MBW [Exploration, LLC], to share in the expense and potential profits of the venture to explore and develop the Clovelly Prospect. The partnering parties entered into a Joint Operating Agreement (“JOA”) and the Clovelly Prospect Participation Agreement (“Participation Agreement”). Mr. [Mark] Washauer signed these documents in October of 2003 and December of 2004, respectively, on behalf of MBW, in his capacity as a “Managing Member.” However, MBW did not come into existence until July of 2005, when its articles of organization were filed with the Louisiana Secretary of State.