Question: Doherty wrote a software program called Viper for Szlendak. Subsequently, Katris and Hamburg joined Szlendak and Doherty in forming an LLC, Viper Execution Systems, to

  1. Doherty wrote a software program called Viper for Szlendak. Subsequently, Katris and Hamburg joined Szlendak and Doherty in forming an LLC, Viper Execution Systems, to exploit the capabilities of the software. Szlendak and Doherty assigned their rights, interest, and title to Viper to the LLC. The operating agreement provided that the business and affairs of the LLC shall be managed by its managers and that the members agreed to elect Katris and Hamburg as the sole managers of the LLC. Ernst & Company later hired Doherty to help the company adapt a software program ultimately called Worldwide Options Web (WWOW). Katris then complained that WWOW was page 469functionally similar to Viper. He sued Doherty for breach of his fiduciary duties to the LLC, asserting that Doherty usurped a corporate opportunity of the LLC by working in secret to develop competing software for Ernst. Is Doherty liable for breach of his fiduciary duties to the LLC? Explain.

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