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LLC Member Missing In Regulatory Filings May Be A Member Nonetheless

Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company.  In support of his claim to membership, he submitted two operating agreements identifying himself as a member.  The defendants disputed his status as a member implying that the agreements were fraudulent, arguing that Beeman had made no contributions, and that he was not identified as a member in regulatory filings.

U.S. District Court Judge Dale S. Fischer disagreed with each of these assertions, finding that he authenticity of the operating agreement was "bolstered by contemporaneous e-mail messages, Beeman's travel history, and by metadata evidence taken from what Plaintiffs and their counsel claim to be the native computer files that hold the agreements".  Citing California Corporations Code § 17704.01(d), she found that a contribution is not a prerequisite to membership status under California's Revised Uniform Limited Liability Act.  Lastly, Judge Fischer found that Beeman's absence from regulatory filings did not necessarily imply that he was not a member.  It turns out that Beeman was a convicted felon and there may have been an incentive to keep his name out of regulatory filings.  The case is Legacy Insurance Solutions LLC v. ABS Healthcare, 2020 U.S. Dist. LEXIS 118992.

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