John and Abby are managing members, and Carol is a non-managing member of Manatee, LLC. In states that have adopted the Uniform Limited Liability Company Act, both John and Abby would owe fiduciary duties to both Carol and Manatee, LLC.

Question

John and Abby are managing members, and Carol is a non-managing member of Manatee, LLC.  In states that have adopted the Uniform Limited Liability Company Act, both John and Abby would owe fiduciary duties to both Carol and Manatee, LLC.

BlackTom AI · Accepted Answer

Question restated: John and Abby are managing members, and Carol is a non-managing member of Manatee, LLC. In states that have adopted the Uniform Limited Liability Company Act, both John and Abby would owe fiduciary duties to both Carol and Manatee, LLC.

Option analysis:

- Option: True
  - Under the Uniform Limited Liability Company Act (ULLCA) framework, managers (or those acting in a management capacity) owe fiduciary duties of loyalty and care to the LLC itself and to the members of the LLC. Since John and Abby are described as managing members, they occupy the management role and thus have fiduciary duties to the LLC (Manatee, LLC) and to the members, including Carol, the non-managing member. The duties arise from their authority to govern and manage the entity, which creates a duty of good faith, loyalty, and prudent administration toward the LLC and its members.
  - The presence of a non-managing member (Carol) does not eliminate or negate the fiduciary duties owed by the managing members. Rather, their duties extend to all members within the LLC as part of the governance structure, ensuring that the managers act in the best interests of the LLC as a whole and treat members fairly.
  - In short, the statement aligns with the core implications of ULLCA for manager-managed LLCs: managers owe fiduciary duties to the LLC and to its members, which includes both the entity and its non-managing members.

- Option: False
  - If one believes under some interpretations that fiduciary duties under ULLCA only run to the LLC itself and not to individual members, this would lead to a belief that managers owe duties only to the LLC, not to Carol as a member. However, in manager-managed structures under ULLCA, fiduciary duties are owed to the LLC and to the members collectively, which includes non-managing members. Therefore treating the duty as owed solely to the LLC would be inconsistent with clarified ULLCA doctrines in many jurisdictions adopting it.
  - Another potential misconception is that non-managing members owe fiduciary duties to others; while non-managing members do not manage, the fiduciary duties typically rest with the managers; but the question specifies that John and Abby are managing members, which triggers their fiduciary duties toward both the LLC and its members, including Carol. Saying they owe duties only to the LLC and not to members would be incorrect given the management role.

Overall impression: The governing principle in ULLCA-adopting states for a manager-managed LLC is that managing members owe fiduciary duties of loyalty and care to the LLC and to its members, including non-managing members like Carol. The statement reflects that framework, while the false option would rely on an incorrect narrowing of duties or mischaracterization of the manager’s scope of obligation.

John and Abby are managing members, and Carol is a non-managing member of Manatee, LLC. In states that have adopted the Uniform Limited Liability Company Act, both John and Abby would owe fiduciary duties to both Carol and Manatee, LLC.判断题

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