Assignment task:
You have been given an assignment by Judith Harris, a senior partner in your law firm.
The firm represents Stephen Miller, who is one of four members of a limited liability company organized in your state. When the limited liability company was organized last year, Mr. Miller contributed seventy percent of its capital. The other three members contributed ten percent each.
Although the company has a written operating agreement that governs many matters, the agreement is silent on the distribution of profits. The company has $100,000 of profits that it intends to distribute. The managing member of the company, Joshua Adams, has stated that each member will receive $25,000. Because Mr. Miller contributed seventy percent of the company's capital, he believes he is entitled to a distribution of $70,000.
Ms. Harris would like you to prepare an opinion letter to Mr. Miller from Ms. Harris (for her signature), explaining how the company's profits will be distributed.
Use the components of opinion letters described in Chapter 16.
The Uniform Limited Liability Company Act (revised) includes provisions relating to distributions of profits. Your state has adopted the Act in its entirety. The Act is available here Download here. Assume there are no cases interpreting the Act. You will rely only on the provisions of the Act to determine the answer to the client's question and draft the letter for Ms. Harris.
Use the following information in drafting the letter:
Harris and Smith LLC, 1011 Second Avenue, Suite 405, Fayetteville, XX, 12388
Mr. Stephen Miller, 678 Oak Hill Street, Harrisburg, XX, 12399