347.099. Promises for contribution to be in writing--performance of promise, remedy--cause of action.
Promises for contribution to be in writing--performance of promise,remedy--cause of action.
347.099. 1. No promise by a member to make a contributionto the limited liability company is enforceable unless set out ina writing signed by the member.
2. Except as provided in the operating agreement, a memberor, in the case of a deceased member, that member's personalrepresentative, is obligated to the limited liability company toperform any promise to make a contribution, including a promiseto render services, even if the member is unable to performbecause of death, disability or any other reason. If a memberdoes not make the required contribution, the member is obligated,at the option of the limited liability company, to contributecash equal to the value, as stated in the operating agreement orthe records required to be kept pursuant to section 347.091, ofthat portion of the promised contribution that has not been made.The foregoing option shall be in addition to, and not in lieu of,any other rights, including the right to specific performance,that the limited liability company or other members may haveagainst such member under the operating agreement or applicablelaw.
3. A member's obligation to make a contribution shall notbe enforceable by a third-party creditor of the limited liabilitycompany or any other member unless the member so obligated tomake such contribution has specifically agreed or consented tosuch enforcement or the limited liability company has assignedsuch member's obligation to the creditor or creditors seeking toenforce the obligation.
4. Upon the failure of a member to make a promisedcontribution when due, the limited liability company may enforcesuch member's obligation by appropriate legal action for damagesfor breach of contract or for specific performance, and thelimited liability company and other members may exercise andenforce such additional rights and remedies as may be providedunder the operating agreement in the event of any such failure,subject to the applicable law regarding the enforcement ofcontracts.
(L. 1993 S.B. 66 & 20 § 359.755)Effective 12-1-93