Assume that a state does not require LLCs to publish their operating documents publicly. How might this impact a third$-$parties' $($like Tree Down$)$ right to recover contract damages from an LLC if the member's $($such as George or Stan$)$ authority to bind the company was rescinded in a nonpublished operating agreement?

Assume that a state does not require LLCs to publish their operating documents publicly. How might this impact a third$-$parties' $($like Tree Down$)$ right to recover contract damages from an LLC if the member's $($such as George or Stan$)$ authority to bind the company was rescinded in a nonpublished operating agreement?

The LLC can never be held liable for the acts of an unauthorized agent.

Tree Down should take additional steps to ensure members claiming to act on behalf of an LLC have actual authority, if they want to be able to recover contract damages from the LLC$.$

If the member tells Tree Down that he has express authority, the LLC will be bound by his acts.

Even if the member is an unauthorized agent, Tree Down$$s reasonable belief based on the conduct of the member is sufficient to bind the LLC$.$