A Case Study In Business Divorce: Member Expulsion And Its Associated Hazards

By Daniel Glasser and James Kin The forced termination of any business relationship is painful. But the expulsion of a member from a limited liability company (an “LLC”) can raise additional challenges—especially where the rules of engagement are either poorly defined or undeveloped. For example, a recent decision by the Delaware Court of Chancery may leave members personally liable for …

Smart Discovery and Litigation Strategies for Text Messages: Part 3

By E. Job Seese The previous two installments in this series addressed the pitfalls of conducting business communications via text messaging and outlined some practical measures that both individuals and companies can take in navigating the iWorld minefield. This third and final installment discusses the still-nebulous, but rapidly-evolving, area that text messages currently occupy in the civil discovery landscape. And …

Staying Smart in a Smartphone World: Part 2

By E. Job Seese The first post in this series discussed the pitfalls—and advantages—of conducting important business communications via text messaging. This second installment addresses some of the practical measures that individual businesspeople as well as companies can take in navigating the iWorld minefield. NSFW                              The increasing use of text messages in conducting business affairs suggests that many have …

Staying Smart in a Smartphone World

By E. Job Seese NOTE: THIS IS THE FIRST IN A MULTI-PART SERIES. You, like the rest of the world, have learned the do’s and don’ts of conducting business by email. But what about texting, which has become the preferred method of communication for large swaths of the business world? What are the advantages of conducting business via text? And …

Colorado Supreme Court Conforms Pleading Standard to Federal Practices

By Dean Shaffer The Colorado Supreme Court today, in Warne v. Hall, Case No. 14SC176, adopted the stricter civil pleading standard first applied by the U.S. Supreme Court in Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007). Under the new standard, Colorado courts may dismiss claims that are not “plausible,” meaning that plaintiffs must support their claims with factual allegations sufficient …

Does LaFond Address Common Law Fiduciary Duties of LLC Members?

By Reid J. Allred and Maral Shoaei The Colorado Supreme Court, in a recent opinion, LaFond v. Sweeney, addressed the duties of a manager or member of a limited liability company (“LLC”) under Colorado law upon dissolution and winding up of an LLC. At first glance, LaFond appears to provide some needed clarity to the common-law fiduciary duties owed by …

Assessing CAPP, Part I: Impact on the Motion to Dismiss Strategy

By E. Job Seese The following is the first in a forthcoming series of blog posts looking at the CAPP Rules and their practical impact on litigation strategy. CAPP’S INTRODUCTION  Effective January 2012, the Colorado Supreme Court authorized a pilot program to test a new set of pretrial procedures for civil business cases.  The pilot program—known as CAPP (Colorado Civil …

Revisiting Fiduciary Duties of Members of Colorado LLCs

The law governing limited liability companies (“LLCs”) and their members is relatively undeveloped, and it continues to evolve.  One important question, for example, is whether the members of an LLC owe fiduciary duties to each other. In a previous blog post, we explored the existing case law on this subject from the corporate and partnership context.  And that post concluded that …

Fee Awards Are Only Non-Dischargeable Only If The Applicable Statute Proscribes Conduct That Violates § 523

CITATION: Kaplan v. Wasko, Case No. CC-12-1118-PaMkBe (9th Cir. B.A.P. Mar. 6, 2013) (unpublished). RULING: The Ninth Circuit B.A.P. remanded this case and directed the bankruptcy court to apply the issue preclusion factors identified in Harmon v. Kobrin (In re Harmon), 250 F.3d 1240, 1245 (9th Cir. 2001). In applying those factors to the state court’s attorney fee award, the …

Restoration Construction: Navigating The New Rules In Colorado

On June 6, 2012, Colorado fundamentally altered the rules that apply to roofers and restoration contractors handling losses on residential property.  Governor Hickenlooper signed into law a bill1 that, at first blush, appears aimed at unscrupulous “storm chasers.”  The impact of the new statute, however, reaches far beyond its presumptive target.  And the law is rife with unintended consequences for everyone …