Garrison-Woods, LLC is a Virginia limited liability company. Cralle Z. Comer and Stephen H. Chapman are the
Question:
Garrison-Woods, LLC is a Virginia limited liability company. Cralle Z. Comer and Stephen H. Chapman are the principals of the company; each owns a 50 percent membership interest. Comer was the LLC’s operating manager and Chapman was the assistant operating manager. After Chapman filed a voluntary petition in bankruptcy, Comer attempted to sell a parcel of land owned by Garrison-Woods. Chapman wishes to block the sale. He claims that Garrison-Woods cannot sell its parcel without his consent.
In particular, he argues that the Operating Agreement requires all deeds and sales contracts be executed by two officers of the company—the operating manager and the assistant operating manager. Because he refuses to sign the contract or the deed, Chapman argues that the sale cannot be consummated. In response, Comer claims that, as the operating manager of Garrison-Woods, he is fully authorized to execute the contract. Does Comer have authority to sell the property without Chapman’s consent? Explain.
Step by Step Answer:
Law for Business
ISBN: 978-1259722325
13th edition
Authors: A. James Barnes, Terry M. Dworkin, Eric L. Richards