Legal Question in Business Law in Florida

Double Dealing LLC's

A hypothetical question about the liabilitys of LLC's and of being a member of multiple LLC's.

If a member (party of the first part) of an LLC, call it LLC-A, agrees to a joint-venture with a party of the second part to do a development together, and then does essentially the same thing as a member of a second LLC, say LLC-B, to do the same development but with another unrelated business entity (party of the third part) ?

Is the LLC protected from breach of contract from the party of the second part - assuming that the terms of the contract have been upheld by the LLC?

Has the party of the first part broken any laws?

Is the first LLC or its members liable to the the party of the second part?


Asked on 6/03/05, 10:50 am

1 Answer from Attorneys
Tonia Troutwine, Esquire - Troutwine Law Group. LLC

Re: Double Dealing LLC's

If the actions of any individual interfere with a contract between LLC-A and LLC-B then there may be a claim for breach of contract if the individual is a party to the agreement. However, if the party is not a party to the contract then a claim for tortious business interference may exist and the party causing the breach may be held liable for any damages as a result of their actions. On the other hand, if the party is subcontracting/assigning their contract obligations under the original agreement to another third party, then whether they are committing a breach will depend on the terms of the original agreement.

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Answered on 6/03/05, 11:14 am


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