Colorado lawyers can ethically smoke pot but advising clients on it gets hazy.

Colorado lawyers can ethically smoke marijuana, but must think twice before giving legal advice to others relating to marijuana cultivation, possession, sales, etc.  These are the conclusions set out by the Colorado Bar Association Ethics Committee in Formal Ethics Opinions 124 and 125.

After legalizing the use of medical marijuana in 2000, Colorado passed Amendment 64 in 2012 becoming one of the first states to allow its residents to possess and smoke recreational marijuana.  Other states are following in Colorado’s footsteps, but the federal government has declined to join the trend.  The conflict between the state and federal laws creates a quagmire for Colorado attorneys in complying with the state’s ethics rules. 

The Ethics Committee of the Colorado Bar Association has confronted marijuana-related issues in two different contexts, resulting in the issuance of two formal ethics opinions: (1) Formal Opinion 124, “A Lawyer’s Medical Use of Marijuana” (2012); and (2) Formal Ethics Opinion 125 “The Extent to which Lawyers may Represent Clients regarding Marijuana-Related Activities.” 

Opinion 124 concerns the possession and use of medical marijuana by attorneys.  The committee opined that a lawyer’s medical use of marijuana in compliance with Colorado law does not, in and of itself, violate the ethics rules.  To be a violation, there must be additional evidence that the lawyer’s conduct adversely implicates the lawyer’s honesty, trustworthiness or fitness as a lawyer.  However, the committee cautioned that marijuana use that impairs an attorneys’ ability to provide competent legal representation implicates additional rules such as the rule which prohibits a lawyer from representing a client when the lawyer’s physical or mental condition materially impairs the lawyer’s ability to represent the client.  In those cases, the use may give rise to a violation of the ethics rules.  The committee also noted that it cannot speak to how the Colorado Supreme Court or Office of Attorney regulation or other authorities may regard the lawful use of marijuana.

The second opinion, Opinion 125, tackled the issue of whether lawyers can ethically advise clients about the many issues which arise with respect to the use of and commerce in recreational marijuana, including its possession, cultivation and sale.  This issue was far more complicated and the ethics committee was unable to derive a hard and fast rule to guide lawyers. Instead, it described a “spectrum of conduct” ranging from conduct clearly permitted to conduct clearly prohibited.  The complexity derives from Colorado Rule of Professional Conduct 1.2(d), which prohibits a lawyer from counseling or assisting a client to engage in conduct that the lawyer knows to be criminal.  As the committee noted, although Colorado has decriminalized marijuana possession and use for medical and recreational purposes, federal law criminalizes the cultivation, sale, distribution and use of marijuana for virtually any purpose.  Thus, advising a client on the prospective cultivation, sale, distribution and use of marijuana would be tantamount to advising the client to engage in conduct that the lawyer knows to be criminal – at least under federal law.  If the conduct is illegal, the comments to Rule 1.2 advise the lawyer not to undertake the representation, or to limit the lawyer’s advice to an honest opinion about the actual consequences that appear likely to result from a client’s conduct.

The committee provided several examples along the outer edges of the spectrum of marijuana related representation, illustrating representation which is permissible and that which is prohibited. 

Permissible:

● Lawyers may represent clients regarding the consequences of past conduct.  This applies to all areas of the law – including family, employment, workers compensation, and criminal.

● Government lawyers may counsel their clients regarding the creation and application of zoning and other ordinances and legislation relating to marijuana.

● Government lawyers may counsel their clients regarding enforcement, interpretation or application of marijuana laws.

● Lawyers may advocate for changes in the law and assist clients in advocating for change.

● Lawyers may advise family law clients about the consequences of using marijuana before, during or after exercising parenting rights or parting time (because doing so is giving an honest opinion about the actual consequences that appear likely to result from a client’s conduct).

Prohibited:

● Lawyers may not assist clients in structuring or implementing transactions which by themselves violate federal law (e.g., drafting or negotiating a contract to facilitate the purchase and sale of marijuana).

● Lawyers may not represent the lessor, lessee, purchaser or supplier in a transaction for a property or supplies that clients intend to use to cultivate, manufacture, distribute or sell marijuana.

Lawyers will need to use their analytical skills to navigate the grey areas in between.  Although the two ethics opinions appear to conflict by allowing an attorney to engage in personal conduct relating to marijuana, but forbidding the attorney from counseling others regarding marijuana-related conduct, the conflict results from the ethics rules themselves and particularly Rule 1.2.  Unless or until there is a change in the federal law, or the state’s ethics rules, Coloradans will be left without legal guidance when it comes to the prospective possession, use, cultivation and sale of marijuana.

You can read the ethics opinions here:

Link to Opinion 124: http://www.cobar.org/tcl/tcl_articles.cfm?articleid=7626

Link to Opinion 125: http://www.cobar.org/tcl/tcl_articles.cfm?articleid=8370

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Execution of an electronic waiver and release of liability can be proven without a printout of the electronically signed agreement

Is a printout of an electronically signed document necessary to prove its execution?  Not according to the majority’s ruling in Berenson v. USA Hockey, Inc., et al., 2013CA138 (Opinion by Judge Furman; Booras, J., concurs; Dailey, J., dissenting).

In Berenson, the plaintiff sued the amateur hockey league after she was injured during a game.  The league moved for summary judgment based upon its assertion that the plaintiff had agreed to the terms of a liability waiver and release when she had registered on the USA Hockey website. The plaintiff did not dispute that she had completed the online registration process for the year she was injured, but could not remember if she had agreed to the terms of a release.  The league did not produce a copy of the electronically executed agreement, but instead relied upon the affidavit of an employee which stated that the plaintiff could not have completed the online registration process without executing the page with the waiver and release, and that the plaintiff had completed the registration process the year she was injured.

The trial court granted summary judgment and the plaintiff appealed.  The Colorado Court of Appeals held that Colorado’s evidence rules did not require a printout of the agreement in this circumstance.  Instead, the release could be proved by other evidence such as the affidavit.

The Court of Appeals analyzed the issue under Colorado’s “best evidence” rule, C.R.E. 1002.  The best evidence rule is a rule of evidence which requires a person seeking to prove the contents of a writing, recording or photograph to submit the “original” writing, recording or photograph into evidence in the court proceeding.  With respect to data saved on a computer, “original” means a printout or other output readable by sight, shown to reflect the data accurately.  C.R.E. 1001(3). 

The Court reasoned that the best evidence rule did not require submission of the printed agreement because the contents of the agreement were not at issue, and the best evidence rule only applies when a party seeks to prove the contents of the writing. The mere fact that a written record has been made does not prevent a witness with personal knowledge from testifying as to facts which have been memorialized in a written record.  Thus, the employee’s affidavit containing the fact that the plaintiff could not register through the website without agreeing to the waiver and release was sufficient to show that the claims had been released. 

The dissent argues that the contents of the writing were at issue in the case because it mattered where the plaintiff initialed the document and thus the initials were part of the document’s contents.  The dissent noted that the distinction between attempting to prove the contents of a writing and attempting to prove a fact about a writing is often difficult to draw.

The opinion does not reference if or how the actual terms of the release were proven. 

You can read the Court’s opinion here: 

http://www.courts.state.co.us/Courts/Court_of_Appeals/Opinion/2013/12CA1013-PD.pdf

Although not discussed in the opinion, Colorado’s electronic signature laws are governed in part by the Uniform Electronic Transactions Act (UETA), C.R.S. §24-71.3-101, et seq. enacted in Colorado in 2002.  The UETA defines and electronic signature as: “an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.”  C.R.S. §24-71.3-118(8).  In this case, the affidavit may have served as proof of the “process.”

A best practices guideline for electronic signatures, issued by the Governor’s Office of Information and Technology in 2007, can be found here: http://www.colorado.gov/cs/Satellite?blobcol=urldata&blobheadername1=Content-Disposition&blobheadername2=Content-Type&blobheadervalue1=inline%3B+filename%3D%22Colorado+Electronic+Signature+Guidelines+%28published+2007%29.pdf%22&blobheadervalue2=application%2Fpdf&blobkey=id&blobtable=MungoBlobs&blobwhere=1251656636739&ssbinary=true

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Sellers beware! – Sellers of residential properties are responsible for disclosing latent defects

If you are selling a home in Colorado and you know that the home or property has a latent defect (i.e., a defect which is unlikely to be discovered in an inspection), you must affirmatively disclose it to the buyer.  In Gattis v. McNutt, 2013COA 145 (November 7, 2013), the Colorado Court of Appeals ruled that sellers have an independent duty to disclose latent defects to buyers, and that the failure to disclose may give rise to a tort claim.

In Gattis, the Seller knew from an engineering report that the residence had structural problems resulting from expansive soils.  An entity controlled by the Seller oversaw repair work to remedy the structural problems.  Once the repairs were complete, Seller purchased the residence, then entered into a contract to sell the residence to Buyer.  The contract was a standard form real estate contract, approved by the Colorado Real Estate Commission, to which no changes were made.  Although Seller disclosed the structural repairs on a disclosure form which accompanied the contract, it did not disclose the underlying soil problems or that Seller controlled the company which performed the repairs. 

Years after purchasing the property, Buyer sued Seller asserting tort claims for economic losses caused by the negligent non-disclosure of the expansive soil problem.  The trial court denied Seller’s motion for summary judgment based on the “economic loss rule,”¹ and ruled in favor of Buyer on the nondisclosure claim. 

On appeal, the Colorado Court of Appeals held that the economic loss rule did not bar the nondisclosure claim because Seller had a duty to disclose the defects which was independent of the contract.  The Court reviewed other Colorado cases which have held that builders of residential construction have an independent duty to disclose latent defects to buyers and the policy reasons cited therein.  The Court concluded that these same policy reasons apply to home sellers and buyers as well, as follows:

Home sellers have a long recognized common law duty to disclose known but latent defects in the property.

A seller who has actual knowledge of a latent defect is in a superior position than a buyer, and has a duty to disclose facts that in equity and good conscience should be disclosed. 

Buyers have difficulty in learning of a latent defect.

A purchaser of a home (the biggest and most important investment in many people’s lives), can ill afford to suddenly find a latent defect that completely destroys the family’s budget, and have no remedy for recourse.

It is foreseeable that a latent defect will cause harm to the home and homeowner.

Enforcing a duty of disclosure avoids preventable harm to innocent parties and discourages misconduct.

The burden of disclosure is minor because it only applies to defects which are material (i.e. ones which may affect the buyer’s decision to buy).

Gattis, ¶16.  The Court did not rule out the potential for a home sale contract to bar tort recovery.  The Court noted that there are transaction-specific negotiated contracts which address common law duties and completely subsume them.  Gattis, ¶¶18-20.  For example, a contract may state that the buyer is relying solely upon its own investigation and not in any way upon any representations made by the seller, in which case, a nondisclosure claim would likely be barred.  Gattis, ¶21. 

You can read the Court’s opinion here: http://www.courts.state.co.us/Courts/Court_of_Appeals/Opinion/2013/12CA1269-PD.pdf

Fn.1 The economic loss rule is a judicial doctrine intended to maintain the boundary between contract law and tort law by preventing a party from recovering in tort when losses are caused by the negligent breach of a contractual duty.  The economic loss rule helps ensure that contracting parties can allocate their risks and costs by restricting the parties to the remedies they bargained for in their contract rather than allowing use of the more expansive remedies available under tort law.  For a discussion of the origins of the doctrine and its adoption and application in Colorado, see the Colorado Supreme Court’s decision in Town of Alma v. AZCO Construction, Inc., 10 P.3d 1256, 1259-1266 (Colo. 2000).  Broadly speaking, under Colorado law, the economic loss rule bars recovery under tort law unless the party is acting under a duty which is independent of the duties imposed by the parties’ contract.  Gattis, ¶13. 

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Colorado Court of Appeals limits an employer’s duty to indemnify employees

Is an employer required to indemnify an employee who knowingly engages in wrongdoing in performing his or her job?  The Colorado Court of Appeals says no. 

In Premier Members Federal Credit Union v. Henry Block and South Broadway Automotive Group, Case No. 12CCA0906 (announced August 29, 2013), the Court of Appeals decided that an employee who knowingly engages in wrongdoing is not entitled to be indemnified by his or her employer under common law principles.  The case involved “power booking” a practice of inflating the value of a car so as to make the car loan more attractive to a lender.  When the lender sued the dealership and its employee claiming fraud, the employee cross-claimed against the employer for indemnity.  The trial court found that the employee knowingly engaged in the practice of power booking on behalf of its car dealership employer and dismissed the cross claim against the employer.  The employee appealed. 

Prior Colorado cases on indemnification did not address an employee’s knowing or willful wrongdoing

The Colorado Supreme Court previously held that joint tortfeasors (two or more persons who are both responsible for causing an accident or other event which injures a third person) are not entitled to indemnification from each other, abolishing the common law doctrine of indemnity as between joint tortfeasors.  Brochner v. Western Ins. Co., 724 P.2d 1293, 1299 (Colo. 1986). 

 Later, the Colorado Court of Appeals held that an employee could seek indemnification from her employer where the employer was not jointly liable, but rather was only vicariously liable for the employee’s tortious actions.¹  Serna v. Kinston Enterprises, 72 P.3d 376, 380 (Colo.App. 2002).

These opinions did not directly address the question of what happens when the employee knows that his or her actions are wrongful.  Although the employer will be liable under the doctrine of respondeat superior to third-parties who are injured by the conduct, does the employer also have to indemnify the employee (that is, pay the employee for any losses he or she incurs)?

The Colorado Court of Appeals turned to the Restatement of Agency for guidance

To answer this question, the Court turned to the Restatement (Second) of Agency, noting that Colorado courts have relied on the restatement in addressing the duty of indemnification in the past.   The Court zeroed in on a comment from the Restatement which states: “[a]n agent knowingly committing an illegal act ordinarily has no right to indemnity from the principal, although the principal has directed him to commit it. . . . “ to support its conclusion that an employee’s knowledge of the illegality of the act prevents him or her from compelling indemnity from the employer.   Restatement (Second) of Agency § 439, cmt. g. 

The Court of Appeals concluded that under Colorado law: “an employee-tortfeasor is barred from seeking indemnification from his vicariously liable employer when, as here, that employee knew he was engaging in wrongful conduct.”  Opinion, ¶30.  The Court described this limitation as being consistent with Colorado public policy which prohibits indemnifying a party for damages resulting from intentional or willful conduct. 

Fn. 1 - Colorado has adopted the doctrine of respondeat superior which makes an employer vicariously liable for torts committed by an employee who is acting in the course and scope of his or her employment.  Raleigh v. Performance Plumbing and Heating, 130 P.3d 1011, 1019 (Colo. 2006).  Under this doctrine, the employer itself need not have committed any wrongful act. 

You can read the Court’s opinion here: http://www.courts.state.co.us/Courts/Court_of_Appeals/Opinion/2013/12CA0906-PD.pdf

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Colorado Supreme Court sets the standard for establishing a professional negligence claim against a transactional real estate broker

Can a transactional broker be held liable to a seller when the seller sells the property for less than he or she otherwise would have because of the broker’s alleged negligence?  The Colorado Supreme Court answered the question of what proof is needed to establish such a claim in Gibbons v. Ludlow, Case No. 2013 CO 49, July 1, 2013. 

In Gibbons, the plaintiffs/sellers sued their transactional real estate broker¹ for alleged negligence in failing to tell them that a counteroffer included a credit to the buyer worth approximately $1.6 million.  The counteroffer was accepted, and the property was sold pursuant to the contract.  The Sellers later sued the attorney and the real estate broker for allegedly failing to tell them about the credit provisions in the contracts.

The Court held that a plaintiff suing a transactional broker for professional negligence must show that but for the alleged negligent acts of the broker, the plaintiff either: (1) would have been able to obtain a better deal in the underlying transaction (the “better deal” scenario), or (2) would have been better off by walking away from the underlying transaction (the “no deal” scenario).   In doing so, the Court used the same framework commonly used in professional negligence claims against lawyers which requires the plaintiff to prove a “case within a case” (i.e., that the plaintiff would have prevailed in the underlying case but for the attorney’s negligence).

The Court further held that the Sellers did not meet their burden in this case under either of the two potential scenarios.  First, the Sellers were unable to show that they would have gotten a “better deal” because the buyer testified that he would not have purchased the property for a higher amount.  Second, the Sellers were unable to show that they would have been better off with “no deal” because they were unable to show that they would have been able to sell to another buyer for a higher price beyond mere possibility or speculation. 

 

The Court offered potential ways of proving the “no deal” scenario: i.e., by expert testimony regarding the market conditions in the area at the time of the sale, and by evidence of comparable sales.  However, just showing that the property had appraised for the higher value or that others were interested in purchasing the property, without showing the price they were willing to pay, was insufficient. 

You can read the Court’s opinion here: http://www.courts.state.co.us/userfiles/file/Court_Probation/Supreme_Court/Opinions/2011/11SC899.pdf

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC.

¹  Colorado law defines a transactional broker as a broker who assists one or more parties throughout a contemplated real estate transaction with communication, interposition, advisement, negotiation, contract terms and the closing of such real estate transaction without being an agent or advocate for the interests of any party to such transaction.  C.R.S. §12-61-802(6).  A professional negligence claim against a transactional broker arises where the plaintiff alleges a breach of a duty of care in handling the various pieces of an underlying real estate business transaction. Opinion, ¶15.

Colorado Supreme Court clarifies the scope of the Colorado Premises Liability Act

In Larrieu v. Best Buy Stores, L.P., Case No. 2013 CO 38 (June 24, 2013), the Colorado Supreme Court rejected the argument that the premises liability statute applies only to those activities and circumstances that are “directly or inherently related to the land.” In response to a certified question from the U.S. 10th Circuit Court of Appeals, the Court held that the premises liability statute applies to conditions, activities, and circumstances on the property that the landowner is liable for in its legal capacity as a landowner.  The Court set out a two-part fact specific case-by-case inquiry for determining whether the premises liability act applies to a given circumstance: (a) whether the plaintiff’s alleged injury occurred while on the landowner's real property, and (b) whether the alleged injury occurred by reason of the property’s condition or as a result of activities conducted or circumstances existing on the property.

In this case, the plaintiff brought a truck with an attached trailer to a Best Buy store to pick up a freezer he had purchased the previous day.  The plaintiff and a Best Buy employee removed the trailer’s tailgate and began carrying it away from the trailer. As the plaintiff walked backwards, he tripped over a curb and fell when the employee carrying the tailgate kept carrying it forward towards the curb. The tailgate landed on top of the plaintiff causing a compression fracture of his lumbar spine.

The trial court granted summary judgment in favor of the defendant finding that even if the employee had an obligation to properly guide the plaintiff as he walked backwards with the heavy gate, his failure to do so was not an activity inherently related to the land so as to give rise to recovery under the premises liability statute.  The Supreme Court rejected this analysis finding that the premises liability statute is not restricted solely to activities and circumstances directly or inherently related to the land since that restriction does not appear in the statutory language. Instead, the statute uses the phrase "activities conducted or circumstances existing on such property."

The Court also rejected the contention that the premises liability statute covers essentially any tort that occurs on the property of another, finding that this broad interpretation would render much of the statute superfluous.  The statute contains language limiting its scope to injuries caused by “the condition of [the landowner’s] property, or activities conducted or circumstances existing on such property.” 

The Court held that the circumstances of this case fell squarely within the purview of the premises liability statute because the plaintiff alleged that the defendant, in its capacity as a landowner, was responsible for the activities conducted and conditions on its premises, including the process of assisting a customer with loading a freezer he had purchased from the retailer on to his truck.  Thus, the plaintiff alleged that he was injured by reason of the condition of defendant’s property or activities conducted or circumstances existing on such property.

The Court noted that its interpretation of the Premises Liability Act harmonizes the Legislature’s stated purposes of “promot[ing] . . . responsibility by both landowners and those upon the land” and “creat[ing] a legal climate which will promote private property rights and commercial enterprise and will foster the availability and affordability of insurance.”  At the same time, the interpretation of the statute does not interfere with the Legislature’s intent to “protect landowners from liability in some circumstances when they were not protected at common law.”  The Court gave examples of this protection including the statute’s requirement that landowners have actual knowledge of dangers on the land to be liable to licensees for injuries caused by the dangers. 

You can read the Court’s opinion here: http://www.courts.state.co.us/userfiles/file/Court_Probation/Supreme_Court/Opinions/2012/12SA213.pdf

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Colorado Court of Appeals rejects the use of “Lone Pine” orders requiring plaintiffs to provide evidence to support their case prior to conducting discovery

In Strudley v. Antero Resources, Corp., et al., Colorado Court of Appeals Case No. 12CA1251 (July 3, 2013), the Colorado Court of Appeals held that Colorado law prohibits the use of so called “Lone Pine” orders which require plaintiffs to present prima facie evidence supporting their claims prior to conducting discovery. 

The Strudleys sued four defendants for allegedly causing personal injuries to the Strudley family and property damage to their wells through the Defendants’ natural gas drilling operations near the Strudleys' home.   At the Defendants' request, the trial court ordered the Plaintiffs to provide expert reports and medical records demonstrating injuries and causation before they could conduct discovery.  When the Plaintiffs’ proofs fell short, the trial court dismissed their case with prejudice.   

On review, the Court of Appeals held that existing Colorado law prohibits the use of Lone Pine orders before allowing discovery on issues central to a plaintiff’s claim.  Strudley, ¶26. 

Lone Pine orders get their name from an unpublished decision by the New Jersey Superior Court in 1986 in which the court entered a case management order requiring the plaintiffs to provide facts to support their claims through expert reports, or risk having their case dismissed.  Lore v. Lone Pine Corp., 1986 WL 637507 (N.J. Super. Ct., 1986).  Since then, courts in other jurisdictions have used similar orders in exceptionally complex cases.  See discussion in Strudley, ¶¶14, 19-24.  The Colorado Court of Appeals held that such orders are contrary to Colorado law which favors broad discovery, and Colorado’s established system of pretrial rules and procedures designed to strike a balance between protecting defendants against frivolous claims, while allowing plaintiffs access to information which is central to their claims.  Strudley, ¶¶15-18, 38-39.

What do you think about Lone Pine orders?  Are they necessary to protect businesses against the expense of meritless litigation or an unwarranted denial of citizens’ access to courts? 

You can read the Court’s opinion here: http://www.courts.state.co.us/Courts/Court_of_Appeals/Opinion/2013/12CA1251-PD.pdf

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Under Colorado law, an LLC’s members and managers are not liable to the LLC’s creditors for an unlawful distribution

In Weinstein v. Colborne Foodbotics, LLC, Case No. 10SC143 (decided June 10, 2013) the Colorado Supreme Court held that members of a limited liability corporation (LLC) are not liable to the LLC’s creditors, and managers of an LLC do not owe fiduciary duties to the LLC’s creditors. 

After the managers of an LLC issued distributions to their members, a creditor of the LLC sued the managers and members seeking to recover on a judgment owed by the LLC.  Overruling the Court of Appeals’ prior decision in Sheffield Servs. Co. v. Trowbridge, 211 P.3d 714 (Colo. App. 2009), the Supreme Court held that the creditor lacked standing to sue because the Colorado LLC Act does not provide statutory authority for creditors to sue an LLC’s members for unlawful distribution, and the managers did not owe fiduciary duties to the LLC’s creditors. 

The Court’s opinion focuses on the nature of an LLC and the differences between the statutes which govern an LLC, and those which govern corporations, noting in particular that:

• Under the LLC structure, neither members nor managers are personally liable for the entity’s debts.

•  Colorado’s LLC Act allows an LLC’s operating agreement to override the LLC Act’s provisions in all but a few instances, while the Colorado Corporation Act does not allow a corporation’s articles of incorporation to control over its provisions.

•  The Colorado Legislature intended that the LLC Act, and not corporate common law, would govern LLCs in all but one limited circumstance (i.e., the circumstances in which the “entity veil” will be pierced to provide personal liability of the members when the entity is a sham).

The Court held that under the LLC Act, only the LLC may assert a claim against its members for an unlawful distribution absent express statutory authority.  With respect to the LLC’s managers, the Court held that the limited fiduciary duty owed by a director of an insolvent corporation to the corporation’s creditors that requires officers and directors to avoid favoring their own interests over creditors’ claims do not apply to an LLC’s managers.

You can read the Court’s opinion here.

Lee Katherine Goldstein is an appellate lawyer with the Denver law firm of Fairfield and Woods, PC. 

Disclaimer: the author makes no representation about the application of law referenced in this post to your particular case.  No attorney client relationship is created or intended by this post or by any comment posted by this author.

 

Welcome!

Welcome to my blog First Impressions of Colorado Law.


First Impressions of Colorado Law highlights new law and new legal concepts, often as developed through case law.  Each week, the blog introduces a new case, statute or legal concept to readers, focusing on those that change existing law or fill holes in the legal landscape.

Author Lee Katherine Goldstein is an appellate lawyer who enjoys tracking the development of law through cases and legislation, as well as helping to apply and shape the law through her appellate practice.

Disclaimer: the author makes no representation about the application of law referenced in this post to your particular case.  No attorney client relationship is created or intended by this post or by any comment posted by this author.