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    Operating Agreement LLC

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    Green Properties Group owns, manages, and develops real property. Jones Group, Inc. also develops real property. Green entered into agreements with Jones concerning a large tract of property in Georgia. The parties formed NewGroup, LLC, to develop various parcels of the tract for residential purposes. The operating agreement of NewGroup indicated that "no Member shall be accountable to the LLC or to any other Member with respect to any other business or activity even if the business activity competes with the LLC's business." Later, when Green contracted with other parties to develop parcels within the tract in competition with NewGroup, LLC, Jones sued, alleging breach of fiduciary duty. Please address the following: •Outline the fiduciary duties that the members of an LLC owe to each other.
    •Can the terms of the NewGroup, LLC operating agreement alter these fiduciary duties? Explain why or why not.
    •In whose favor should the court rule in the above scenario? Why?

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    Solution Preview

    1. The fiduciary duties that the members of an LLC owe to each other are as follows. Those members who operate the business owe the fiduciary duties of loyalty and reasonable care to the non-managing LLC owners. The ability to change, widen, or remove these fiduciary duties by an operating agreement depends on the state.
    2. The state in which Green Properties Group is operating has not been mentioned. We assume that the state allows the LLC ...

    Solution Summary

    The answer to this problem explains how the fiduciary duties in an operating agreement of an LLC can be changed. The references related to the answer are also included.