Legal Question in Real Estate Law in Massachusetts

The property is deeded LLC, I am a member of same LLC. How do I stop/prevent illegal sale of the property. I am fully protected by operating agreement. What if other partners disregard the operating agreement and still go ahead with the sale and the buyer is ready to buy.

Is there any way that I can tell registry of deeds to stop the sale or show deed as cloudy.

Is there any way that deed cannot be transferred etc. I have 45% ownership. I understand that I will get answer to get operating agreement reviewed by attorney. Attorney can only help me after wrong/illegal transaction has been done.

Other partners will do any illegal way to transfer but I want to totally make it block and make it happen per operating agreement.

Other partners should go what it says on operating agreement. As we all understand that operating agreement is not recorded any where.

As a summary: Can other partners disregard operating agreement and still go ahead with the sale of the property and prospective buyer is aware of this etc. Who should I notify to stop this happen to begin with.


Asked on 1/03/14, 11:05 am

2 Answers from Attorneys

Christopher Vaughn-Martel Charles River Law Partners, LLC

You probably cannot stop your partners from lying or stealing from you.

First, if you do not trust your partners, you should not be in a partnership with them.

Secondly, the partnership agreement can be modified to build in safeguards or restrict the powers of the various members. The options available depend, to some extent, on the nature of your particular LLC. Powers and requirements for taking action like the sale of property can be modified.

Third, although I am not sure, I would imagine that the buyer would demand to see a copy of the operating agreement in order to prevent buying a property from people who did not have the right to sell it. A member of the LLC attempting to transfer property without the clear authority to do so would probably raise red flags if the buyer is scrupulous.

It sounds like you are concerned about imminent action. If this is the case, it may be possible to file legal action against your partners enjoining them from selling or transferring LLC assets which they are not authorized to sell.

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Answered on 1/03/14, 11:44 am

The attorney who is going to ask to see a copy of the operating agreement of the LLC to make sure all the necessary actions of the LLC have been properly done.

As stated by Attorney Vaughn-Martel, you cannot stop someone from committing fraud. .

Before filing suit you can send a certified letter informing the other members that you do not agree to sell the property and if they proceed with a sale without your consent they do so at their own risk.

You can if you think they will proceed regardless of what you write or say try to convey the property without your consent, you can try to enjoin any sale without your written consent.

If you wish to discuss this in more detail, then please feel free to call me.

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Answered on 1/03/14, 12:44 pm


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