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)

 

LAW REVIEW CITATIONS: 73 OLR 5 (1994)

 

      63.185

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.195

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.205

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.209

 

LAW REVIEW CITATIONS: 73 OLR 55, 121 (1994)

 

      63.219

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.229

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.249

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.259

 

NOTES OF DECISIONS

 

      Court may include in charging order ancillary provisions necessary to allow judgment creditor access to debtor-partner’s distributional interest in limited liability company as long as provisions do not unduly interfere with management of entity. Law v. Zemp, 362 Or 302, 408 P3d 1045 (2018)

 

      63.265

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.481

 

LAW REVIEW CITATIONS: 73 OLR 25 (1994)

 

      63.621

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.661

 

LAW REVIEW CITATIONS: 73 OLR 55 (1994)

 

      63.801

 

NOTES OF DECISIONS

 

      In addition to specific requirements of provision, complaint requires allegation of facts sufficient to show that LLC member against whom action is brought engaged in wrongful conduct. Bernards v. Summit Real Estate Management, Inc., 229 Or App 357, 213 P3d 1 (2009)