Am I subject to an LLC Operating Agreement that I never signed nor was ever disclosed to me?
Question Details:
I joined an LLC to work with a longtime friend, who is Principal Partner/ CMO (49% stake) in 1/09 after, and in place of, 2 other partners who suddenly quit (after only 2 and 4 months, respectively). Now I realize the reason, my "friend" is a "kook" and impossible to work with. After a major fall out in 8/09; after spending thousands, plus my time and effort on marketing and getting the business fully functional, I was sent a letter stating the partnership is being terminated as per the "Operating Agreement". I signed this or even never heard of it until then. Am I bound by this LLC's operating agreement?
Business Law Answers
If you joined an existing LLC, then you are subject to or bound by its operating agreement. As part of your "due diligence" prior to buying into or joining the LLC, you should have requested the operating agreement and reviewed it. If you were not given the opportunity to do so, or your friend the principal partner in some way hid the terms of the agreement from you, misrepresented them, etc., you might have a fraud case against him, which could affect your obligations. However, if you had a chance to review the agreement and simply did not, then it is your failure and you are bound by it.
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