Ala Operating Agreement

2 Dec

The Tribunal`s finding that Strickland could, in its view, cede ownership of LLC is inconsistent with the language of the enterprise agreement that requires Strickland to consider the best interests of LLC and the other Harbison shareholder before making business decisions regarding LLC. Strickland provided no evidence that it considered LLC`s interests before selling the property. In remand, the court must decide whether Strickland breached his duties as an LLC manager in the plain language of the enterprise contract. The purpose of the enterprise agreement is to define tax and administrative policy. In essence, it describes the conditions of the symbiotic relationship between ALA and its divisions. The policies contained in the enterprise agreement have had and will continue to affect the allocation of ALA resources. These effects are not always visible in the way the figures are presented in ALA budgets and other financial documents. 6) How can these directives or agreements be changed? Harbison argues that, in interpreting the enterprise agreement, the Tribunal referred only to the four corners of the document. Harbison argues that ALLCA imposes trust obligations on members and managers of limited liability companies that cannot be eliminated by entering into an enterprise agreement. Thus, Harbison argues, the Tribunal made a reversible error in not incorporating the trust obligations imposed by allCA into the enterprise agreement.

This is a question that gives a first impression in this state. Enterprise agreements between limited liability companies are contracts that define the rights, obligations and relationships of the contracting parties. See Love v. Fleetway Air Freight Delivery Serv., L.L.C., 875 So.2d 285 (Ala. 2003). “[T]he basic is that it is the terms of the written contract, not the spiritual operations of one of the parties that control its interpretation.” Kinmon v. J.P. King Auction Co., 290 Ala. 323, 325, 276 So.2d 569, 570 (1973) (quoting Todd v. Devaney, 265 Ala.

486, 92 So.2d 24 (1957)). “In other words, contract law is based on an objective rather than subjective manifestation of intentions.” Lilley v.