Taghipour v. Jerez
Supreme Court of Utah
52 P.3d 1252 (2002)
Taghipour, Rahemi, and Jerez formed Jerez, Taghipour and Associates, LLC. The articles of organization designated Jerez as manager of the limited liability company (LLC). The operating agreement between the LLC members stated that no loans could be made on the LLC’s behalf unless authorized by a resolution of all the members. Jerez obtained a loan on behalf of the LLC from Mt. Olympus without the other members’ knowledge. Jerez failed to make loan payments, the LLC defaulted, and Mt. Olympus foreclosed on the LLC’s property. Taghipour, Rahemi, and the LLC (Taghipour) (plaintiffs) filed suit against Mt. Olympus and Jerez (defendants), claiming that the loan agreement and foreclosure were invalid under the terms of the operating agreement. The trial court dismissed the claims against Mt. Olympus based on Utah Code § 48-2b-127(2), which states that documents providing for the mortgage of an LLC’s property are valid and binding on the company if they are executed by a manager. Taghipour appealed, arguing that the trial court erred in not relying on Utah Code § 48-2b-125(2)(b), which states that an LLC’s manager has authority to bind the company, unless otherwise provided in the articles of organization or operating agreement. The Utah Court of Appeals affirmed the trial court, and Taghipour appealed.
Rule of Law
Holding and Reasoning (Russon, J.)