Newbury Properties Group owns, develops and manages real property. Jerry Stoker and the Stoker Group, Inc.
(the Stokers) also develop real property. Newbury entered into an agreement with the Stokers concerning a
large tract of land in Georgia. The parties formed Bellemare, LLC, to develop various parcels of the tract for
residential purposes. The Operating Agreement of Bellemare stated that “no Member shall be accountable to
the LLC or to any other Member with respect to any other business or activity even if the business or activity
competes with the LLC’s business.”
Later, when the Newbury Properties Group contracted with other parties to develop parcels in the same tract in
competition with Bellemare, LLC, the Stokers sued, alleging breach of fiduciary duty.
- Outline and discuss the fiduciary duties that the members of an LLC owe to each other.
- Assess which fiduciary duty or duties the Stokers likely accused Newbury of violating.
- Determine whether the terms of an operating agreement can alter these fiduciary duties and why or why not.
- Decide in whose favor the court should rule in this situation and why?