[RPPTL LandTen] Sold the property, but the defense suit remains

Tue Mar 15 19:14:44 PDT 2011

Jeff, 

Did the tenant  provide an estoppels letter at the time of sale?  What
does the lease exculpation clause provide?

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From: landten-bounces at lists.flabarrpptl.org
[mailto:landten-bounces at lists.flabarrpptl.org] On Behalf Of Arthur J.
Menor
Sent: Tuesday, March 15, 2011 8:08 PM
To: 'RPPTL Landlord Tenant Committee'
Subject: Re: [RPPTL LandTen] Sold the property, but the defense suit
remains

Jeff, as a general rule the manager or managing member of an LLC has a
duty to provide for payment of all known claims at the time of
dissolution of the LLC and distribution of its assets.  A creditor can
go after the members of the LLC for amounts distributed to them at a
time when there were known claims against the company.

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Arthur J. Menor 
Partner  

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	From: landten-bounces at lists.flabarrpptl.org
[mailto:landten-bounces at lists.flabarrpptl.org] On Behalf Of Jeffrey
Mazor
	Sent: Monday, March 14, 2011 6:36 PM
	To: 'RPPTL Landlord Tenant Committee'
	Subject: [RPPTL LandTen] Sold the property, but the defense suit
remains

	A former warehouse tenant filed suit against the warehouse
owner, my Florida LLC client, claiming that after a hurricane had
damaged the roof and other structural elements, my client failed to
adequately repair and maintain, resulting in all sorts of damage. It's a
bogus claim, but will still cost my client money to defend. 

	The thing is, my client sold the property long ago, it was the
only asset and almost all the net proceeds have been distributed.
There's a little money left, and this lawsuit is the only reason that
the principals have not dissolved the LLC.

	1.        Does it make more sense to (a) fight, (b) settle or
(c) just dissolve the LLC and  let the Plaintiff take a potentially
large default judgment?

	2.        If we just dissolve and distribute the remaining
assets to the stakeholders, and just allow a default and substantial
judgment to be entered, how much exposure would there be for the
distributes?

	Jeffrey R. Mazor, Esq.

	J. R. Mazor & Associates, P.A.

	Presidential Circle Building 

	4000 Hollywood Blvd.,  Suite 265-s

	Hollywood, FL 33021

	Phone: 954-962-3500

	Fax:       954-962-3560

	Email:   Jmazor at Mazor.com

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