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This is the page for Caroline Bradley’s Business Associations class at the University of Miami. The Casebook for this class is Linda O Smiddy & Lawrence A Cunningham, Corporations and Other Business Organizations: Cases, Materials, Problems, Eighth Edition, 2014. The class will meet on Tuesdays and Thursdays from 9.00 am to 10.50 am in room E 352. The exam for this class will be a closed book exam.

Week 5: February 8-12 I raised the question today (Thursday) of what difference it would make to the outcome of some of the LLC cases if we were to think about them from the perspective of the duty of good faith and fair dealing rather than from the perspective of fiduciary duty. The breach of fiduciary duty allows the court to invalidate the transaction carried out in breach of duty. But the remedy for a breach of the duty of good faith would be a contract remedy (generally damages). Next Tuesday we will begin with Barbieri v Swing-N-Slide and then focus on dissociation and dissolution in the LLC (read to page 216).
Then, also for Tuesday, compare the limits on contracting established in RUPA §103 (Fl. Statutes §620.8103) with Fl. Statutes §605.0105 Operating agreement; scope, function, and limitations. Compare Delaware Statutes § 18-1101. Also please read Florida Statutes §605.04091 Standards of conduct for members and managers, Florida Statutes §605.04092 Conflict of interest transactions, and Florida Statutes §605.04093 Limitation of liability of managers and members. Delaware Statutes § 18-1104 provides:

In any case not provided for in this chapter, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern.

For Thursday please read to page 251.

Have a good weekend.


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