Empathy List Archives

AJ

Arthur J. Menor

Wed, Mar 16, 2011 12:08 AM

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.

[http://www.shutts.com/shutts100.jpg]
Arthur J. Menor
Partner

Shutts & Bowen LLP
1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a-8b57-a6912a6d5435/Arthur_J_Menor.cfm/ | V-Cardhttp://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a-8b57-a6912a6d5435/Arthur_J_Menor.cfm/ | Websitehttp://www.shutts.com/

From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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.

   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?

   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@Mazor.com mailto:Jmazor@Mazor.com

</pre>IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated, any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply. Thank you. <pre>

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. [http://www.shutts.com/shutts100.jpg] Arthur J. Menor Partner ________________________________ Shutts & Bowen LLP 1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401 Direct: (561) 650-8510 | Fax: (561) 822-5510 E-Mail<mailto:AMenor@shutts.com> | Biography<http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a-8b57-a6912a6d5435/Arthur_J_Menor.cfm/> | V-Card<http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a-8b57-a6912a6d5435/Arthur_J_Menor.cfm/> | Website<http://www.shutts.com/> ________________________________ From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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@Mazor.com<mailto:Jmazor@Mazor.com> </pre>IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated, any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply. Thank you. <pre>

LG

Lloyd Granet

Wed, Mar 16, 2011 2:14 AM

Jeff,

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

This email message was sent by:

Lloyd Granet
Law Offices of Lloyd Granet, P.A.
2295 NW Corporate Boulevard, Suite 235
Boca Raton, FL 33431
Direct Dial: (561) 999-0090
Main Number: (561) 999-9300 x110
Fax: (561) 999-9400
Email: lgranet@granetlaw.com

NOTICE: IRS Circular 230 Disclosure: In order to ensure compliance
with IRS Circular 230, we must inform you that any U.S. tax advice
contained in this transmission and any attachments hereto is not
intended or written to be used and may not be used by any person for the
purpose of (i) avoiding any penalty that may be imposed by the Internal
Revenue Code or (ii) promoting, marketing or recommending to another
party any tax-related matter(s) addressed herein.

NOTICE: This communication is: (a) sent by an attorney or his/her agent,
(b) confidential, and (c) intended only for the use of the individual or
entity to which it is addressed. If the addressee is a client, this
communication is also subject to applicable privileges. If you are not
the addressee, or the employee or agent responsible for the delivery to
the addressee, any dissemination, distribution or copying of this
communication is prohibited. If you received this communication in
error: (a) any dissemination, distribution or copying is prohibited, and
(b) Lloyd Granet, P.A. requests that you immediately notify us at (561)
999-9300 (collect) and destroy this communication. Thank you.

From: landten-bounces@lists.flabarrpptl.org
[mailto:landten-bounces@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.

http://www.shutts.com/shutts100.jpg

Arthur J. Menor
Partner

Shutts & Bowen LLP
1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL
33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mail mailto:AMenor@shutts.com | Biography
<http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a
-8b57-a6912a6d5435/Arthur_J_Menor.cfm/> | V-Card
<http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a
-8b57-a6912a6d5435/Arthur_J_Menor.cfm/> | Website
http://www.shutts.com/

From: landten-bounces@lists.flabarrpptl.org

[mailto:landten-bounces@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@Mazor.com

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted
U.S. Treasury Department Regulations, we are now required
to advise you that, unless otherwise expressly indicated,
any federal tax advice expressed above was neither
written nor intended by the sender or this firm to be
used and cannot be used by any taxpayer for the purpose
of avoiding penalties that may be imposed under U.S. tax
law. If any person uses or refers to any such tax advice
in promoting, marketing or recommending a partnership or
other entity, investment plan or arrangement to any
taxpayer, then the advice should be considered to have
been written to support the promotion or marketing by a
person other than the sender or this firm of that
transaction or matter, and such taxpayer should seek
advice based on the taxpayer's particular circumstances
from an independent tax advisor.

The information in this email transmission is privileged
and confidential. If you are not the intended recipient,
nor the employee or agent responsible for delivering it to
the intended recipient, you are hereby notified that any
dissemination or copying of this transmission (including
any attachments) is strictly prohibited. If you have
received this email in error, please notify the sender by
email reply. Thank you.

Jeff, Did the tenant provide an estoppels letter at the time of sale? What does the lease exculpation clause provide? This email message was sent by: _______________________________ Lloyd Granet Law Offices of Lloyd Granet, P.A. 2295 NW Corporate Boulevard, Suite 235 Boca Raton, FL 33431 Direct Dial: (561) 999-0090 Main Number: (561) 999-9300 x110 Fax: (561) 999-9400 Email: lgranet@granetlaw.com NOTICE: IRS Circular 230 Disclosure: In order to ensure compliance with IRS Circular 230, we must inform you that any U.S. tax advice contained in this transmission and any attachments hereto is not intended or written to be used and may not be used by any person for the purpose of (i) avoiding any penalty that may be imposed by the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein. NOTICE: This communication is: (a) sent by an attorney or his/her agent, (b) confidential, and (c) intended only for the use of the individual or entity to which it is addressed. If the addressee is a client, this communication is also subject to applicable privileges. If you are not the addressee, or the employee or agent responsible for the delivery to the addressee, any dissemination, distribution or copying of this communication is prohibited. If you received this communication in error: (a) any dissemination, distribution or copying is prohibited, and (b) Lloyd Granet, P.A. requests that you immediately notify us at (561) 999-9300 (collect) and destroy this communication. Thank you. From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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. <http://www.shutts.com/shutts100.jpg> Arthur J. Menor Partner ________________________________ Shutts & Bowen LLP 1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401 Direct: (561) 650-8510 | Fax: (561) 822-5510 E-Mail <mailto:AMenor@shutts.com> | Biography <http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a -8b57-a6912a6d5435/Arthur_J_Menor.cfm/> | V-Card <http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a -8b57-a6912a6d5435/Arthur_J_Menor.cfm/> | Website <http://www.shutts.com/> ________________________________ From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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@Mazor.com IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated, any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply. Thank you.

JM

Jeffrey Mazor

Fri, Mar 18, 2011 9:39 PM

Arthur:

Thank you for the input. That certainly gives me a sense of direction on
this.

Jeff

From: landten-bounces@lists.flabarrpptl.org
[mailto:landten-bounces@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.

http://www.shutts.com/shutts100.jpg

Arthur J. Menor
Partner

Shutts & Bowen LLP
1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
mailto:AMenor@shutts.com E-Mail |
<http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a-8b5
7-a6912a6d5435/Arthur_J_Menor.cfm/> Biography |
<http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a-8b5
7-a6912a6d5435/Arthur_J_Menor.cfm/> V-Card | http://www.shutts.com/
Website

From: landten-bounces@lists.flabarrpptl.org
[mailto:landten-bounces@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.

   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?

   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@Mazor.com

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted
U.S. Treasury Department Regulations, we are now required
to advise you that, unless otherwise expressly indicated,
any federal tax advice expressed above was neither
written nor intended by the sender or this firm to be
used and cannot be used by any taxpayer for the purpose
of avoiding penalties that may be imposed under U.S. tax
law. If any person uses or refers to any such tax advice
in promoting, marketing or recommending a partnership or
other entity, investment plan or arrangement to any
taxpayer, then the advice should be considered to have
been written to support the promotion or marketing by a
person other than the sender or this firm of that
transaction or matter, and such taxpayer should seek
advice based on the taxpayer's particular circumstances
from an independent tax advisor.

The information in this email transmission is privileged
and confidential. If you are not the intended recipient,
nor the employee or agent responsible for delivering it to
the intended recipient, you are hereby notified that any
dissemination or copying of this transmission (including
any attachments) is strictly prohibited. If you have
received this email in error, please notify the sender by
email reply. Thank you.

Arthur: Thank you for the input. That certainly gives me a sense of direction on this. Jeff From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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. <http://www.shutts.com/shutts100.jpg> Arthur J. Menor Partner _____ Shutts & Bowen LLP 1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401 Direct: (561) 650-8510 | Fax: (561) 822-5510 <mailto:AMenor@shutts.com> E-Mail | <http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a-8b5 7-a6912a6d5435/Arthur_J_Menor.cfm/> Biography | <http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a-8b5 7-a6912a6d5435/Arthur_J_Menor.cfm/> V-Card | <http://www.shutts.com/> Website _____ From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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@Mazor.com IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated, any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply. Thank you.

JM

Jeffrey Mazor

Fri, Mar 18, 2011 9:41 PM

Lloyd,

Good thought. I think I checked that out earlier in the case, but its been
so long I'll have to doublecheck.

Jeff

From: landten-bounces@lists.flabarrpptl.org
[mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Lloyd Granet
Sent: Tuesday, March 15, 2011 10:15 PM
To: RPPTL Landlord Tenant Committee
Subject: Re: [RPPTL LandTen] Sold the property, but the defense suit remains

Jeff,

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

This email message was sent by:

Lloyd Granet
Law Offices of Lloyd Granet, P.A.
2295 NW Corporate Boulevard, Suite 235
Boca Raton, FL 33431
Direct Dial: (561) 999-0090
Main Number: (561) 999-9300 x110
Fax: (561) 999-9400
Email: lgranet@granetlaw.com

NOTICE: IRS Circular 230 Disclosure: In order to ensure compliance with
IRS Circular 230, we must inform you that any U.S. tax advice contained in
this transmission and any attachments hereto is not intended or written to
be used and may not be used by any person for the purpose of (i) avoiding
any penalty that may be imposed by the Internal Revenue Code or (ii)
promoting, marketing or recommending to another party any tax-related
matter(s) addressed herein.

NOTICE: This communication is: (a) sent by an attorney or his/her agent, (b)
confidential, and (c) intended only for the use of the individual or entity
to which it is addressed. If the addressee is a client, this communication
is also subject to applicable privileges. If you are not the addressee, or
the employee or agent responsible for the delivery to the addressee, any
dissemination, distribution or copying of this communication is prohibited.
If you received this communication in error: (a) any dissemination,
distribution or copying is prohibited, and (b) Lloyd Granet, P.A. requests
that you immediately notify us at (561) 999-9300 (collect) and destroy this
communication. Thank you.

From: landten-bounces@lists.flabarrpptl.org
[mailto:landten-bounces@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.

http://www.shutts.com/shutts100.jpg

Arthur J. Menor
Partner

Shutts & Bowen LLP
1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
mailto:AMenor@shutts.com E-Mail |
<http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a-8b5
7-a6912a6d5435/Arthur_J_Menor.cfm/> Biography |
<http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a-8b5
7-a6912a6d5435/Arthur_J_Menor.cfm/> V-Card | http://www.shutts.com/
Website

From: landten-bounces@lists.flabarrpptl.org
[mailto:landten-bounces@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.

   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?

   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@Mazor.com

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Lloyd, Good thought. I think I checked that out earlier in the case, but its been so long I'll have to doublecheck. Jeff From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Lloyd Granet Sent: Tuesday, March 15, 2011 10:15 PM To: RPPTL Landlord Tenant Committee Subject: Re: [RPPTL LandTen] Sold the property, but the defense suit remains Jeff, Did the tenant provide an estoppels letter at the time of sale? What does the lease exculpation clause provide? This email message was sent by: _______________________________ Lloyd Granet Law Offices of Lloyd Granet, P.A. 2295 NW Corporate Boulevard, Suite 235 Boca Raton, FL 33431 Direct Dial: (561) 999-0090 Main Number: (561) 999-9300 x110 Fax: (561) 999-9400 Email: lgranet@granetlaw.com NOTICE: IRS Circular 230 Disclosure: In order to ensure compliance with IRS Circular 230, we must inform you that any U.S. tax advice contained in this transmission and any attachments hereto is not intended or written to be used and may not be used by any person for the purpose of (i) avoiding any penalty that may be imposed by the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein. NOTICE: This communication is: (a) sent by an attorney or his/her agent, (b) confidential, and (c) intended only for the use of the individual or entity to which it is addressed. If the addressee is a client, this communication is also subject to applicable privileges. If you are not the addressee, or the employee or agent responsible for the delivery to the addressee, any dissemination, distribution or copying of this communication is prohibited. If you received this communication in error: (a) any dissemination, distribution or copying is prohibited, and (b) Lloyd Granet, P.A. requests that you immediately notify us at (561) 999-9300 (collect) and destroy this communication. Thank you. From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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. <http://www.shutts.com/shutts100.jpg> Arthur J. Menor Partner _____ Shutts & Bowen LLP 1100 CityPlace Tower, 525 Okeechobee Boulevard | West Palm Beach, FL 33401 Direct: (561) 650-8510 | Fax: (561) 822-5510 <mailto:AMenor@shutts.com> E-Mail | <http://www.shutts.com/index.cfm/fa/attorney.bio/atty/8051073b-833e-444a-8b5 7-a6912a6d5435/Arthur_J_Menor.cfm/> Biography | <http://www.shutts.com/index.cfm/fa/attorney.vcf/atty/8051073b-833e-444a-8b5 7-a6912a6d5435/Arthur_J_Menor.cfm/> V-Card | <http://www.shutts.com/> Website _____ From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@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@Mazor.com IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated, any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply. Thank you.

landten@lists.flabarrpptl.org

[RPPTL LandTen] Question Needing Guidance