Legal Environment 4th Edition by Jeffrey Beatty, Susan Samuelson

تمرين 4

Glenleigh Falls Development Co. was a limited liability company that hired architects John and Marion Zaugg to design a residential golf course. The Zauggs were to receive partial payment for their services plus part ownership in the LLC. Although the articles of organization had been filed with the Secretary of State in Ohio, the operating agreement had not yet been signed by the members. The Zauggs signed the agreement, but two of the original four members did not. The agreement provided that no member could voluntarily withdraw. When the LLC refused to pay the Zauggs' bill for architectural services, they withdrew from the LLC and filed suit, seeking payment of their bill. The LLC counter-claimed, alleging that the Zauggs had wrongfully withdrawn. Did the Zauggs have the right to withdraw?