The events specified in Article 7 paragraph 1 shall not result in the dissolution, winding up and termination of the Company unless within ninety (90) days of the occurrence of an event, a majority in Capital Interests of the remaining Members elect to discontinue the business of the Company.ĭid you spot the potential error? Section 2 of Article VIII provides that the events specified in “Article 7 paragraph 1” do not require the dissolution of the Company. The sale of all or substantially all of the business orĢ. The retirement, expulsion, death, bankruptcy or insanity of a Member Ĭ. The written consent of a majority of the Members in interest ī. The Company shall be dissolved and wound up upon the first to occur of the following events:Ī. The Operating Agreement also addresses the dissolution of Bull-Poet. The Operating Agreement requires Bull-Poet to maintain: (i) a current list of the members, (ii) the LLC’s certificate of formation and Operating Agreement, (iii) the LLC’s tax returns, “if any, for the three (3) most recent years,” and (iv) “any financial statements for the three (3) most recent years.”Īrticle VII of the Operating Agreement allows for the voluntary withdrawal of a member upon six-months’ notice to the remaining members, and it provides that a withdrawn member is not entitled to liquidation of his interest until the LLC dissolves until then, the withdrawn member becomes an economic interest holder. It names Sahlman as the Manager, responsible for the day-to-day affairs of the Company, and it sets forth modest record-keeping requirements. Upon the formation of Bull-Poet, the members entered into a mostly standard Operating Agreement. With equal contributions from each, Bull-Poet purchased Nite Cap. To do so, they formed Bull-Poet, a New York LLC, with each of the friends owning a one-third membership interest in the LLC.
In 2014, Avram Ludwig, Will Sahlman, and Doug Liman, three friends who shared a love for sailing, decided to purchase Nite Cap.
But the squall has passed thanks to New York County Justice Gerald Lebovits’ conclusion that Bull-Poet’s operating agreement contains a scrivener’s error, Nite Cap will sail again under Bull-Poet’s ownership.
SCRIVENER ERROR FULL
The members of Nite Cap’s owner, Bull-Poet, LLC, recently traded the full sheets and gentle seas of the Hudson for the strum and drang of litigation in New York’s Supreme Court. As we return to our desks after the coldest Christmas in recent memory, it’s tempting to daydream about a summer day on her deck: drink in hand, wind filling the sails, and an easy heel giving way to weary legs and sea-tossed hair…. Pictured right is the Nite Cap, a 42’ sailboat known to cruise the New York area waters.
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