What can be done about misrepresentation regarding a loan? 

Question Details:

My club borrowed money from what they were told at a general meeting was a bank, it turned out to be from the board members. They formed a LLC and mortgaged the club. Their idea is to default and take the club. What, if any, laws were broken? 

Asked 4/19/2010 under Business | 245 View(s) | More Legal Topics

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Business Law Answers

Possibly no laws. The board of directors of  most organizations has considerable discretion to run the organization, make financial arrangements--including ones that involve the board members--and alter plans or decisions. That is not to say that what they did is definitely legal, just that it is not definitely illegal or improper, either. The first thing to do, if you are concerned, is to reference any operating or formation agreements or bylaws which govern the functioning of this club--what do they say? Is what the board members did allowed or not under those documents? If it is, they may not have done anything legally wrong, regardless of whether it seems fair or well-advised.

Second, you don't say what kind of a club it is. If it is some sort of investing club, the board members probably have a fiduciary duty in regards to how they handle members' funds. However, the duty or obligations for board members in most other organizations or clubs is much lower.

Third, what is the direct impact on you? To the extent that you yourself stand to lose money or investments, you might have a claim against them if what they did is not entirely on the up and up under the operating, etc. agreements. However, if you don't yourself have anything monetary or economic at stake, then even if they acted improperly, you may have little or no standing to complain--sometimes the best response is to simply leave an organization which you no longer believe in.

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