CGL Speculation #7 Options

[Endroren]

And to all the "lawyers" on the forum here, I ask you... It took me 30 seconds to find this information, it's public information, and in theory you should have experience dealing with this. My only experience with LLCs involves setting one up in California years ago, and apparently I have more practical knowledge and insight than professionals. Why didn't you spend 20 seconds on google? Instead, you attacked people for speculating, by speculating yourselves.

Wow. That was like a concert pianist playing a beautiful sonata and then ripping a big fart right at the end. Seriously - way ruin an otherwise great post. Nothing like a nasty personal attack to strengthen your case - and an unfounded attack at that.

*sigh* And so it is that a couple good weeks of relatively civil discourse comes to a screeching halt.

[DireRadiant]

keep it cool folks, otherwise we end up going to 11

[Octopiii]

Oh Christ give it up you're factually wrong. Just stop.

So give it a rest. There wasn't a typo, paralegals didn't f*ck it up. They were very, very literal when they said the Colemans were "the members" of IMR LLC. And they were right. And you are wrong.

Period.

And to all the "lawyers" on the forum here, I ask you... It took me 30 seconds to find this information, it's public information, and in theory you should have experience dealing with this. My only experience with LLCs involves setting one up in California years ago, and apparently I have more practical knowledge and insight than professionals. Why didn't you spend 20 seconds on google? Instead, you attacked people for speculating, by speculating yourselves.

Man looks at a webpage and knows everything about a field of law! I love the internet. Quote me wikipedia next time, while you're at it.

With an LLC, depending on structure, there are two types of members: managing (as you mentioned) and non-managing. Non-managing members don't have say in the day to day activities of the LLC. This makes sense business-wise, as LLC's are generally formulated to let one skilled person and money people form a business together. The money people often don't want to have a say in the day to day operations; if they did, they'd wouldn't invest in the skilled person's business, they'd just form their own and hire the skilled person as a manager. So, depending on the operating agreement, the non-managing members may meet once a year, or not at all, or whenever.

It is an awful logical leap to derive "the members" as meaning THE ONLY MEMBERS. If you're going to attack people, know your facts first. Armchair lawyering is how people get in trouble in the first place. For the non-lawyers out there: You do not know as much as you think you do when you google something. Being wrong at internet arguments is one thing; going to court on this information is another. I see this kind of do-it-yourselfness all the time, and judges hate it.

[Thanlis]

It is an awful logical leap to derive "the members" as meaning THE ONLY MEMBERS. If you're going to attack people, know your facts first. Armchair lawyering is how people get in trouble in the first place. For the non-lawyers out there: You do not know as much as you think you do when you google something. Being wrong at internet arguments is one thing; going to court on this information is another. I see this kind of do-it-yourselfness all the time, and judges hate it.

Talking a GM into something is not the same as talking a judge into something, and the law is not magic.

[Octopiii]

Just to pile on a little more:

Oh Christ give it up you're factually wrong. Just stop.

Go here:

Washington State Business License Search Engine

and search inmediares as the business name. You will get two results. You want the second one, since it's listed as the LLC.

Washington state lists two governing members of IMR LLC. Both are the Colemans. As far as the state is concerned, the Colemans are "the members" of IMR LLC. There might be investment partners that aren't listed in that system (I don't know if it lists all partners or just governing members), but my original statement that the document stating "the members" was intentional is correct and factual.

If that's not enough, you can *click on the link in that page* that takes you to the Secretary of State website, where you can search by UBI number and find even more information.

Hell, I just looked at your "smoking gun", and the page itself does not agree with you.

On the IMR listing it lists "Governning People", as you have mentioned. You also apparently stopped reading when you saw something that vindicated your position; "Governing People" is hyperlinked. Let's click on it, shall we?

Governing People: These are the individuals that control a business. The term is most often applied to the controlling persons of legal entities such as officers of a corporation or partners in a partnership. The "Title" of a Governing Person is based on the duties or roles performed.

So by what alchemical process do you go from that definition to your definition where "Governing People" are the only people in an LLC, period? Even without knowing law, this is something a reasonably intelligent person who put the effort into looking up the business license should be able to figure out on their own. I can only imagine that you've become so partisan on this argument that you have put on blinders to everything that doesn't conform to your position.

And for the record, I hope catalyst loses the license. I'm not super enthused with 4th ed, and I can't abide a thief. It doesn't change the fact that you're flat wrong, and were a dick about it to boot.

[Fuchs]

It is an awful logical leap to derive "the members" as meaning THE ONLY MEMBERS.

It's not an "awful logical leap" to assume "the members" means "all the members".

[Taharqa]

Flatline, putting aside urgru and octopii's arguments (which I would trust a hell of a lot more than yours), the document you are linking is actually not new. It was actually linked just a page before by Thanliss, and I for one was well aware of it. But not myself knowing much about how all of this works, I decided to wait until someone more knowledgeable could explain what it all meant. Maybe you should have done so as well.

This post has been edited by Taharqa: May 25 2010, 03:09 PM

[Cthulhudreams]

Governing person is very different from member in an LLC context - but like a partnership it would be reasonable for all owners to be governing members. Without being a governing member you do not have unrestricted access to the accounting of the LLC.

This would be bad corporate governance

Given this expectation - and if it was a partnership all equity members would be governing members, in conjunction with the reference from the lawyers that the colemans are the members, I find it rather strange

Evidence items to recap

A) Lawyers listed the colemans as the members.
B) Colemans are also the only governing members, i.e. those that have unrestricted access to the accounting
C) Kid Chamelon refers to the 'ownership situation' which 'doesn't require legal remedy' rather than 'the drafting error' or similar. I notice he has posted against immediately subsequently to my post pointing that out and still hasn't said 'it's a drafting error'
D) AH's reference to ownership rumors.

I suspect it is entirely plausibe that they are not owners of the LLC, and instead are 'cut in' by the operating agreement in some way or similar.

Given those facts, I'm not sure what KC means by the 'ownership situation'

Speculation of course, but why would KC choose to use situation we are all aware of - but doesn't require a legal remedy - if the 'situation' was the lawyer made a drafting error. It just doesn't stack up any other way UNLESS there is something funny about the ownership arrangement.

[Kid Chameleon]

C) Kid Chamelon refers to the 'ownership situation' which 'doesn't require legal remedy' rather than 'the drafting error' or similar. I notice he has posted against immediately subsequently to my post pointing that out and still hasn't said 'it's a drafting error'

Rework that second sentence to something I can understand (specifically the bold part) and I'll toss out a response to the whole schebang.

[Cthulhudreams]

I made #764 to the effect I find it strange that you discussed the '[membership] issue' and then said it didn't require legal remedy. You made post #767.

So not IMMEDIATELY subsequently, but pretty close in the terms of a 800 post thread (IMG:style_emoticons/default/wink.gif) (against should be again)

So basically yeah, are you guys paid up members of the LLC or not with associated tax implications etc, or is there an altenative structure!

[urgru]

@Removed

[knasser]

And for the record, I hope catalyst loses the license. I'm not super enthused with 4th ed, and I can't abide a thief. It doesn't change the fact that you're flat wrong, and were a dick about it to boot.

Heh, The irony. I really, really like 4th and that's why I'm very wary of CGL keeping the licence. They've lost most of the people who really made 4th what it is. If I want to see something similar to 4th, I kind of have to hope that someone else gets the licence and has the sense to rehire some of the former crew. I don't know whether I actively hope CGL lose the licence, but it seems the only way to get more of what I want, rather than other writers rushed in to hurriedly re-write products before IMR goes bankrupt. I guess I also don't want to be supporting a company that behaved the way IMR/CGL has. But basically, I think the best hope for continued quality is for CGL to lose the licence.

I've said it before, but licence holders come and go, Changelings, Leonardo Da Vinci and the Lone Star Unicorn Division are forever.

K.

[MJBurrage]

"Some things you can't erase from a character sheet."

[Fuchs]

I'd just reiterate that this probably isn't worth arguing about. It's a couple words. "[T]he members" here could be read to mean the controlling members or the members to whom the counsel spoke, and those are readings that are reasonable and fair in context. If you've a Trollman-esque view of the world, it could be read to mean the only members of the firm. It could also be nothing more than poor word choice or drafting, which both Octopiii and myself have mentioned are (unfortunately) common in small motion practice.

Look at it in context, though. The counsel was laying out the timing of his discussions with his clients and opposing counsel. The description of the Colemans as "the members" serves little purpose with respect to the motion at hand other than to identify them as people with whom he needed to meet in person before being in a position to prepare the answer, which happened after his first discussion with opposing counsel. Maybe it means something. Maybe it doesn't. But it's hard to infer much from a passing reference to something that had no real bearing on the legal issue before the court and that has a number of fair and innocuous readings. What exactly is happening may or may not become clearer with later filings.

Finally, Taharqa's got a point about this being a bankruptcy proceeding. At this stage, the issue before the court isn't whether who among persons A, B, C, D, E, F and G is a member. It's whether IMR can and is paying its bills, whether bankruptcy is in the best interests of its creditors, and whether it should be forced into bankruptcy against its will. Unless or until membership is raised as an issue that impacts the financial state of the entity as a whole, it's probably not going to concern the court.

If you check the document in question you'll see that first, IMRP LLC is mentioned as a client. Then immediately, Loren Coleman and his wife are mentioned as the members of said LLC.

There is no context before that which would point at them being the members he spoke to, or otherwise being specified. There is no "I spoke with two members", or anything else the "the" could grammatically relate to. The next sentence also singles out Mr. Coleman as the one who spoke with the lawyer. Logically, "the members" there means "all the members".

If that was planned or a mistake is another question, but there's no logical way to mistake it as not meaning "all the members".

[augmentin]

Heh, The irony. I really, really like 4th and that's why I'm very wary of CGL keeping the licence. They've lost most of the people who really made 4th what it is. If I want to see something similar to 4th, I kind of have to hope that someone else gets the licence and has the sense to rehire some of the former crew. I don't know whether I actively hope CGL lose the licence, but it seems the only way to get more of what I want, rather than other writers rushed in to hurriedly re-write products before IMR goes bankrupt. I guess I also don't want to be supporting a company that behaved the way IMR/CGL has. But basically, I think the best hope for continued quality is for CGL to lose the licence.

I've said it before, but licence holders come and go, Changelings, Leonardo Da Vinci and the Lone Star Unicorn Division are forever.

K.

QFT.

Almost.

Insert "risk the possibility of" between "rather than" and other "other writers rushed in", eliminate "I guess" from " I guess I also don't want...", and insert "allegedly" between "behaved the way" and "IMR/GGL has."

Should read:

"I don't know whether I actively hope CGL loses the licence, but it seems the only way to get more of what I want, rather than [risk the possibility of] other writers rushed in to hurriedly re-write products before IMR goes bankrupt. I guess I also don't want to be supporting a company that behaved the way IMR/CGL [allegedly] has. But basically, I think the best hope for continued quality is for CGL to lose the license."

Then we're good.

(And I love SR4[a].)

[urgru]

@Edit: I've tried to articulate general legal principles so people have a frame of reference in which to consider what they're seeing filed and commented upon. I've also attempted to debunk significant misunderstandings of general legal rules raised by commenters. I think it's been helpful, but I'm going to stop participating in this thread for a few days (possibly entirely). I'm afraid that the discussion is drifting away from generally applicable legal standards and practices and into case-specific hair splitting with which I'm rather uncomfortable. I've removed the bulk this post and I may revisit and cut down some others.

If anyone's quoted what used to be here, please nuke it.

[DireRadiant]

Except you troll. And when you get called out for trolling on one forum you go to another forum and start to troll again.

....... It doesn't change the fact that you're flat wrong, and were a dick about it to boot.

Are such statements really necessary to make your points?

That was a rhetorical question. The answer is no.

Dalton: I want you to be nice.. until it's time..to not be nice
Bouncer: So, uh, how are we supposed to know when that is?
Dalton: You won't..I'll let you know...You are the bouncers I am the Cooler; ....

[Thanlis]

@Edit: I've tried to articulate general legal principles so people have a frame of reference in which to consider what they're seeing filed and commented upon. I've also attempted to debunk significant misunderstandings of general legal rules raised by commenters. I think it's been helpful, but I'm going to stop participating in this thread for a few days (possibly entirely). I'm afraid that the discussion is drifting away from generally applicable legal standards and practices and into case-specific hair splitting with which I'm rather uncomfortable. I've removed the bulk of the this post and I may revisit and cut down some others.

Thanks for giving us the input that you felt comfortable with; it's been useful.

[Fuchs]

@Edit: I've tried to articulate general legal principles so people have a frame of reference in which to consider what they're seeing filed and commented upon. I've also attempted to debunk significant misunderstandings of general legal rules raised by commenters. I think it's been helpful, but I'm going to stop participating in this thread for a few days (possibly entirely). I'm afraid that the discussion is drifting away from generally applicable legal standards and practices and into case-specific hair splitting with which I'm rather uncomfortable. I've removed the bulk of the this post and I may revisit and cut down some others.

That's why I pointed out the specific document - to make sure we're talking about the same thing when speaking about what "the members" means in the exact context it was used. Too many here were trying to generalize that.

What matters in a case is the case, and its details.

[MindandPen]

That's why I pointed out the specific document - to make sure we're talking about the same thing when speaking about what "the members" means in the exact context it was used. Too many here were trying to generalize that.

What matters in a case is the case, and its details.

I think what your missing is that urgru specifically, and possibly others, can't go to far into the specifics because of the rules for professional ethics over here.

You've made your point of how you view the document, repeatedly, and also indicated that you believe it should either be your precise reading of it, or it is a sloppy document. Others have indicated that it could be a precise reading, or it could be a "sloppy" document.

It is one or the other, and we will not know which until either (a) someone such as Kid Chameleon comments on it, or (b) the proceedings advance to a point where it is addressed.

-M&P

[Fuchs]

I think what your missing is that urgru specifically, and possibly others, can't go to far into the specifics because of the rules for professional ethics over here.

You've made your point of how you view the document, repeatedly, and also indicated that you believe it should either be your precise reading of it, or it is a sloppy document. Others have indicated that it could be a precise reading, or it could be a "sloppy" document.

It is one or the other, and we will not know which until either (a) someone such as Kid Chameleon comments on it, or (b) the proceedings advance to a point where it is addressed.

-M&P

That is not entirely accurate. I commented on this specific post:

I'd just reiterate that this probably isn't worth arguing about. It's a couple words. "[T]he members" here could be read to mean the controlling members or the members to whom the counsel spoke, and those are readings that are reasonable and fair in context. If you've a Trollman-esque view of the world, it could be read to mean the only members of the firm. It could also be nothing more than poor word choice or drafting, which both Octopiii and myself have mentioned are (unfortunately) common in small motion practice.

Look at it in context, though. The counsel was laying out the timing of his discussions with his clients and opposing counsel. The description of the Colemans as "the members" serves little purpose with respect to the motion at hand other than to identify them as people with whom he needed to meet in person before being in a position to prepare the answer, which happened after his first discussion with opposing counsel. Maybe it means something. Maybe it doesn't. But it's hard to infer much from a passing reference to something that had no real bearing on the legal issue before the court and that has a number of fair and innocuous readings. What exactly is happening may or may not become clearer with later filings.

Finally, Taharqa's got a point about this being a bankruptcy proceeding. At this stage, the issue before the court isn't whether who among persons A, B, C, D, E, F and G is a member. It's whether IMR can and is paying its bills, whether bankruptcy is in the best interests of its creditors, and whether it should be forced into bankruptcy against its will. Unless or until membership is raised as an issue that impacts the financial state of the entity as a whole, it's probably not going to concern the court.

Here it was claimed that "here", as in the document we are talking about, "the members" could be read as to mean the controlling members or the members to whom the counsel spoke, and that those readns were reasonable and fair in context.

Hence I demonstrated that this was not the case. I agree with you that it either means all members, or was a mistake - but urgu disagreed with that
(and he did not talk in general, but specifically in the context here).

[urgru]

That is not entirely accurate. I commented on this specific post:
Here it was claimed that "here", as in the document we are talking about, "the members" could be read as to mean the controlling members or the members to whom the counsel spoke, and that those readns were reasonable and fair in context.

Hence I demonstrated that this was not the case. I agree with you that it either means all members, or was a mistake - but urgu disagreed with that (and he did not talk in general, but specifically in the context here).

I offered possible readings of the text that are in line with my experience with respect to non-material components of declarations in support of motions (a perspective affirmed by Octopii and other commenters with legal experience). I'd hoped that others would find it informative. I didn't make a conclusion as to what the text actually meant, noted that a number of the interpretations offered so far are potentially valid (including yours, by the way) and further noted that it's worth waiting for later filings to provide clarity. I probably should have used unrelated hypotheticals instead of referencing the case, but I thought it was sufficiently general and non-conclusive as to avoid misunderstanding; I was obviously wrong.

In any event, this is exactly why I'm walking away from the thread - endeavoring to offer general commentary when people are attempting to divine conclusory statements from my words is, at best, difficult. I'll nuke that post, too, to prevent any future confusion. I'd kindly ask you you remove it from quotes.

[Kid Chameleon]

I made #764 to the effect I find it strange that you discussed the '[membership] issue' and then said it didn't require legal remedy. You made post #767.

So not IMMEDIATELY subsequently, but pretty close in the terms of a 800 post thread (IMG:style_emoticons/default/wink.gif) (against should be again)

So basically yeah, are you guys paid up members of the LLC or not with associated tax implications etc, or is there an altenative structure!

Oh, didn't realize you were looking for more info at with that post.

Anyways, if by paid members you mean do we get paid by the LLC as owners, not that I'm aware of.

If by paid did we all pay in, the answer is no. Some did, some didn't.

There are some paperwork issues that need to be fixed within the ownership, but compared to the other issues at this time they aren't really that big of a deal. What the lawyer/paralegal meant to write, I can't hope to know. I do know that the US legal system is full of typos and even those haven't gotten me out of a speeding ticket yet.

There is a lot of restructuring that needs to be done at the higher levels of the company. Everyone, including Loren, would agree he did a sucktastic job at CFO and needed to be replaced there. But these things take some time and right now there are bigger fish to fry. Once the license is in place we should be able to spend more time doing some of the other stuff we'd like to be doing.

In the meantime, I've got unicorns to write about....

[phillosopherp]

Oh, didn't realize you were looking for more info at with that post.

Anyways, if by paid members you mean do we get paid by the LLC as owners, not that I'm aware of.

If by paid did we all pay in, the answer is no. Some did, some didn't.

There are some paperwork issues that need to be fixed within the ownership, but compared to the other issues at this time they aren't really that big of a deal. What the lawyer/paralegal meant to write, I can't hope to know. I do know that the US legal system is full of typos and even those haven't gotten me out of a speeding ticket yet.

There is a lot of restructuring that needs to be done at the higher levels of the company. Everyone, including Loren, would agree he did a sucktastic job at CFO and needed to be replaced there. But these things take some time and right now there are bigger fish to fry. Once the license is in place we should be able to spend more time doing some of the other stuff we'd like to be doing.

In the meantime, I've got unicorns to write about....

I would like to say thanks for the post, it gave us enough to be able to figure things out , without going into the things that should not really be a matter of our business. I would say that this is quite clear for us to figure out how things are structured.

[Cthulhudreams]

It's not really clear at all - it just indicates that KC and co are not all members of the LLC, potentially due to 'paperwork issues'. They may have brought an intrest in the LLC and it was never recorded (most likely I suspect), which leaves them up shit creek without formal documentation (Coleman's failure to enter anyone else as a member would be in there favour in this case because then he can legally sign for the corporation). Anyway, it all seems very plausible that only the Colemans at members of the LLC and the lawyer had it correct from day one.