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Business Organizations Keyed to Bauman
IE Test, LLC v. Carroll
Citation:140 A.3d 1268 (N.J. 2016).
Carroll, Patrick Cupo, and Byron James were members of IE Test, LLC (plaintiff LLC). In 2004, Carroll and Cupo formed Instrumentation Engineering, LLC. Carroll owned 51% and Cupo owned 49%. James was employed by Instrumentation as Vice President. After some financial issues, Instrumentation filed Chapter 7 bankruptcy and Carroll claimed the company owed him $2,543,318. This money was never paid back. Shortly after Instrumentation filed bankruptcy, Cupo formed IE Test. Carroll owned 33%, Cupo owned 34%, and James owned 33%. Cupo managed the engineering, manufacturing and financial component of the business while James was responsible for business development. Carroll was not involved in day-t0-day management of the company.
IE Test became successful and both Cupo and James drew salaries. Carroll did not draw a salary, but pressed that he should be compensated for his losses with Instrumentation despite IE Test having no legal obligation to repay him. The parties could not agree to an operating agreement for IE Test and communication ceased after Cupo and James agreed they did not want to work with Carroll.
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