Legal Question in Business Law in Hawaii

Liabilities for LLC

We are an LLC with three owners/managers. Our lease for our facility was made by a person not on the Articles of Org. and has no ownership title. She made the lease under her name and the company's name. Is there any legal consequences. What would she be considered? A representative? An agent? We're about to start negotiations to be bought out. Would she need to agree & sign the ''Intention to Negotiation'' letter since she holds a vital key to the facility's function? After the settlement has been reached, in the future, can she come after us for any penalties relating to the lease?


Asked on 1/15/04, 4:01 pm

1 Answer from Attorneys
Jon Zahaby Tour bus, scenic and sightseeing, operation

Re: Liabilities for LLC

Actually, what you have is a complex and unusual situation: A contractual/property interest (asset) of your company is owned by a non-member. Therefore, you question cannot be answered without a review of the lease. Especially, the "assignment" "transfer" clause. Putting aside that you are selling the LLC interests, you already have a good size liability problem and so does the non-member signator to the lease that is without protection from liability under the LLC. Feel free to contact me if you have further questions or want me to review your lease @ 1-808-526-0892.

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Answered on 1/15/04, 4:21 pm


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