Chapter 063

LAW REVIEW CITATIONS: 30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)

63.001

LAW REVIEW CITATIONS: 73 OLR 25 (1994)

63.130

LAW REVIEW CITATIONS: 73 OLR 5, 113 (1994)

63.140

NOTES OF DECISIONS

Limited liability company is not bound by transaction made by manager if manager lacked authority to enter into transaction and other party knew or should have known of lack of authority. Synectic Ventures I, LLC v. EVI Corporation, 353 Or 62, 294 P3d 478 (2012)

“Ordinary course” includes routine and expected business activity both directly related and ancillary or incidental to company’s primary business purpose, and act or transaction can be ordinary even if it occurs occasionally as long as transaction is sufficiently related to or incidental to maintaining or performing normal, everyday business operations and whether particular transaction is ordinary is fact-specific inquiry. Smith v. Central Point Pawn, LLC, 296 Or App 341, 438 P3d 436 (2019)

LAW REVIEW CITATIONS: 73 OLR 113 (1994)

63.160

LAW REVIEW CITATIONS: 73 OLR 113 (1994)

63.165

NOTES OF DECISIONS

Where limited liability company was administratively dissolved and one member entered into loan transaction after dissolution and transaction was not related to winding up and liquidating LLC, other member of LLC, who did not have actual knowledge of LLC dissolution, is not personally liable for debt incurred as result of transaction. Wohrman v. Rogers, 274 Or App 846, 362 P3d 704 (2015)

Where member-manager of limited liability company delegated to human resources director of limited liability company that employed plaintiff who was injured while at work responsibility to carry out safety program designed by member-manager, member-manager is not protected from liability for negligent acts in managing limited liability company that contributed to injury. Member-manager may be held personally liable for actions taken on behalf of limited liability company to same extent as if member-manager were acting in individual capacity. Cortez v. Nacco Material Handling Group, 356 Or 254, 337 P3d 111 (2014)

Where limited liability company operated landfill and ORS 459.205 and 459.268 imposed obligations directly on each person controlling landfill, this provision does not prevent liability being imposed for each person’s failure to satisfy those obligations. Kinzua Resources v. DEQ, 366 Or 674, 468 Or 410 (2020)

Provision shielding member-managers from liability for actions of limited liability company does not bar action for elder abuse when limited liability company is alleged to have perpetrated abuse and genuine issue of material fact exists as to whether member-managers acted in limited liability company’s interest or in furtherance of personal motives. Adelsperger v. Elkside Development LLC, 371 Or 61, 529 P3d 230 (2023)

LAW REVIEW CITATIONS: 73 OLR 5 (1994)

63.185