I am an attorney licensed in the Commonwealth of Pennsylvania, and the States of Delaware and New Jersey. Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania, Delaware, New Jersey or Federal law applies.
That being said, the All Saints case holding relied in significant part on the LLC agreement between the parties that prohibited forced sales of membership interests. That does not mean that your arbitrator's decision could not be contested if your LLC agreement does not have that provision, however, it is very difficult to overturn an arbitration decision even if it is wrong on the law. You also have limited time in which to attempt to do so. You should speak with an attorney ASAP.
If you would like to discuss this matter further, please feel free to contact me at the below address(es) or telephone number.
/Christopher E. Ezold/
The Ezold Law Firm, P.C.
Employment, Business and Health Law
One Belmont Avenue, Suite 501
Bala Cynwyd, PA 19004
Answered 8 months ago. Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania, New Jersey or Federal law apply, unless otherwise specified. /Christopher E. Ezold/ The Ezold Law Firm, P.C. One Belmont Avenue, Suite 501 Bala Cynwyd, PA 19004 (610) 660-5585 Cezold@Ezoldlaw.com www.ezoldlaw.com
You definitely need to have the matter reveiewed by an attorney familiar with partnership disputes and operating ahreements,
It depends upon what your specific operating agreement provides. An operating agreement is a contract and unlerss it is illegal or unconceinable or you were cohereced you are cound by that agreement.
The forgoing advise is just a general observation and may change dependinfg on your specific facts and circumstances.It should not be relied upon without consultation with an attorney experienced in thiese types of transactions.
The "All Saints" decision upheld the judicial dissociation of two members of an LLC pursuant to the existing LLC statute.
Any LLC created after March 18, 2013 and all LLCs without an operating agreement afterMarch 1, 2014, become subject to the Revised Uniform LLC Act ("RULLCA"). Under existing law, a resigning member is bought out and has nothing further to do with the company. Under current law - there are no "dissociated members" - the concept is simply not known.
RULLCA creates a "disassociated member" status. Under RULLCA, unless the operating agreement provides otherwise, a resigning member is not bought out. He or she simply loses the right to vote or participate in management. However, the disassociated member continues to receive profits.
If this answer was helpful, please mark it as helpful or as a best answer. This answer is for general education purposes only. It neither creates an attorney-client relationship nor provides legal guidance or advice. The answer is based on the limited information provided and the answer might be different had additional information been provided. You should consult an attorney.