Legal Question in Business Law in California

I AM SHAREHOLDER(MINOR) IN RESTAURANT BUSINESS LLC COMPANY.Share was issued from trust. Based on mgr's decision(who is majority share holdr) sold restuarant but not the real estate. We want out money out. we have operating aggreement without buy out option. so can u pls. give us advice. There are not planning to sell real estate for long time. Company register under alaska llc. but the business was in washington state. and headquarter is in california.

Asked on 9/27/13, 2:11 pm

2 Answers from Attorneys

William Christian Rodi Pollock
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Your rights are governed by the terms of the Operating Agreement and the applicable law. If this is an Alaska LLC, the laws of that state will likely control were specific provisions are not stated. You will need to consult with counsel qualified to advise you as to the applicable law and the effect of the operating agreement to determine your rights. You are not likely to get a helpful answer without much more information.

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9/27/13, 2:17 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law
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First, I could not find a reported Alaska case concerned with the issue presented here, and I do not have access to Alaska's LLC statutes.

Under California law, which probably wouldn't be governing in this case, but which may be quite similar to Alaska's, I'd say that the operating agreement would be the key document here. Unless it accords minority members rather unusual rights, the majority would have the right and power to sell part of the LLC's assets and retain the sale proceeds in the company.

On the other hand, a review of the books might show that the majority holder has given himself an improper distribution or otherwise misbehaved.

In addition, it's possibly important to know whether you are a member of the LLC, a manager, or merely have an economic interest. The fact that you acquired your interest from or via a trust tens to suggest that you have an economic interest but aren't a member.

In sum, I think reviewing the operating agreement is a necessary next step for any lawyer to be able to give you an opinion as to whether you have grounds for a suit -- probably before even deciding where the suit should be brought (it might, for example, be possible to bring the suit in California, where Alaska law might then be applied).

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9/27/13, 3:02 pm

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