Professional Documents
Culture Documents
Page 3
We discern the following facts from the
motion record in this case. Carroll and Patrick
Cupo were co-owners of Instrumentation
Engineering, LLC (IE), with Carroll owning a
fifty-one percent interest. The two had worked
together since the mid-1990s. IE offered
consulting, engineering, and manufacturing
services for various industries. Byron James
served as IE's business development manager,
and eventually its vice president.
Carroll testified in his deposition that,
by early 2009, IE was in "steep financial
difficulties." In February 2009, Cupo wrote to
Carroll expressing concern over the company's
future and recommended that IE reduce its staff
and relocate to a smaller facility. Cupo
suggested that "only a complete restructuring"
could "save the company from failure."
34%
Byron James
33%
not
in
anyone's
best
interest
Page 14
See also Ji v. Palmer, 333 N.J. Super. 451, 46364 (App. Div. 2000) (limiting our review to the
record that existed before the motion judge).
-5-
-6-
OF
THE
APPELLATE
-------Footnotes:
1. The LLCA has since been repealed. See L.
2012, c. 50, (effective March 18, 2013) (enacting the
Revised Uniform Limited Liability Company Act
(the RULLCA), making the RULLCA applicable to
all LLCs formed after the legislation's effective date,
and replacing the LLCA with the RULLCA as to all
existing LLCs as of March 1, 2014). The provisions
at issue here remained essentially unchanged in the
RULLCA. See N.J.S.A. 42:2C-46.
4.
--------
-7-