Tort For Civil Conspiracy Or Defamation Essay

944 Words Sep 15th, 2016 4 Pages
3. Damages

Finally, in order to recover in tort for civil conspiracy or defamation, there must be damages in either instance. Without facts regarding the alleged damages, however, I cannot opine further on whether the plaintiffs have satisfied this element of the tort.

B. Standing to Pursue Damages

Additionally, you have asked whether two individuals may sue on behalf of an LLC to recover lost income. Section 4A-401(a)(2) or Maryland’s Limited Liability Company Act provides that:

[T]he act of each member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which the person is a member, binds the limited liability company, unless:

(i) The member so acting has in fact no authority to act for the limited liability company in the particular matter; and
(ii) The person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.

Md. Code (1992, 2012 repl. vol., 2016 suppl.) § 4A-401, of the Corporations and Associations Article (“CA”).

Indeed, under the Limited Liability Act, “each member of the company is an agent of the company for the purpose of its business, unless the articles of organization or operating agreement provide otherwise.” Tower Oaks Blvd., LLC v. Procida, 219 Md. App. 376, 406-08 (2014). Moreover, member “means a person who has been admitted as a member of a limited liability company…

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