Legal Question in Business Law in New York

Death of LLC member

My partner in a LLC died. In the LLC operating agreement no transferee can become a member without content, we were 50/50 partners am I forced to except his wife, the heir of his estate, as my partner? In our operating agreement if no actions was taken to keep the LLC going after 180 days of an event, in this case a dealth, we are in disolution. The LLC owns three mobile home parks. In the Opererating agreement I am named with all managerial responsiblities and it specificly states in the agreement that my former partner will have NO managerial responsiblities. His wife is now trying to exert managerial decisions, does she have that right? There's nothing in the operating agreement that triggers the other partner/member taking over the management. We agreeed to binding arbitration in the operating agreement is she bond by this as being an heir and the executrix? Thank you.


Asked on 10/04/02, 9:06 am

3 Answers from Attorneys
John Friedman Law Office of John K. Friedman

Re: Death of LLC member

It is unlikely that your deceased partner's wife can exert managerial influence as she "steps into his shoes" as the heir to his estate (including, according to you, his LLC interest). The final answer to this question is dependent on the law under which your op. agreement and the LLC itself fall--i.e. what state. Good luck.

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Answered on 10/04/02, 9:25 am
Norman Nadel Norman Nadel, Esq.

Re: Death of LLC member

You, and the successors in interest to your deceased partner, are governed by the provisions of the Operating Agreement; arbitration, dissolution and all.

You remain as the manager, but of course for the benefit of the LLC.

This type of agreement forces a sale of the business and it will go the highest bidder.

The alternative, which is alway desireable, is to negotiate a resolution with the estate of the deceased.

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Answered on 10/04/02, 9:26 am
Robert R. Groezinger GroezingerLaw P.C.

Re: Death of LLC member

Having been involved in a similar situation before, it would appear, from your comments, that there is no alternastive but a sale of assets, i.e., the LLC However, the exact language of the operating agreement is an issue. I know that this is not a real answer, but without seeing the exact language, it is all pure speculation.

Any questions, feel free to contact me at 845-878-2163.

Good Luck.

RRG

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Answered on 10/04/02, 11:25 am


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