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Business Associations Keyed to Hamilton
Taghipour v. Perez
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- Topic: Identifies the topic of law and where this case fits within your course outline.
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- Brief Facts: A Synopsis of the Facts of the case.
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- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Jerez (Defendant) was the managing member of an LLC. According to the LLC’s operating agreement, no loans could be contracted on behalf of the LLC unless the members authorized by resolution. Without the members’ knowledge, Jerez (Defendant) entered into a loan agreement on behalf of the LLC with Mount Olympus Financial, L.C. (Mt. Olympus) (Defendant) in which Mt. Olympus (Defendant) loaned $25,000 to the LLC, the loan being secured by a deed of trust and trust note executed by Jerez (Defendant) permitting the trustee to sell LLC real property if default should occur. Mt. Olympus (Defendant) dispensed the funds net of fees to Jerez (Defendant), who misappropriated and absconded with the funds. Jerez (Defendant) never remitted payment on the loan, and because the other members did not know of the loan, the LLC eventually defaulted and Mt. Olympus (Defendant) foreclosed on the loan. Other than Jerez (Defendant), the LLC members were never notified of the default or foreclosure proceedings or sale. Before making the loan, Mt. Olympus (Defendant) had not investigated Jerez’s (Defendant) authority to enter the loan agreement, other than to establish that he was an LLC manager. The LLC members and the LLC (collectively “Taghipour”) (Plaintiff) brought suit, claiming, inter alia, that Mt. Olympus (Defendant) had negligently dispersed the funds to Jerez (Defendant) because it had failed to conduct due diligence as to whether Jerez (Defendant) had authority to enter into the loan agreement on behalf of the LLC. They also sought a declaratory judgment that the loan agreement with the LLC, and its foreclosure, were invalid, and sought partition of the property interests at issue. Mt. Olympus (Defendant) moved to dismiss, asserting that under the state’s LLC Act, §48-2b-127(2), the loan agreement documents were valid and binding on the LLC because they were executed by an LLC manager. That section provides that mortgages on LLC property are valid and binding on an LLC if executed by one or more LLC managers. The trial court granted the motion to dismiss. Taghipour (Defendant) appealed, arguing that the trial court’s interpretation of §48-2b-127(2) was incorrect because the court failed to read it in conjunction with §48-2b-125(2)(b), which provides that a manager’s authority to bind an LLC can be limited in its operating agreement. The state’s intermediate appellate court rejected this argument and affirmed. The state’s highest court granted review.
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