Able, Baker, and Carr are all of the members of ABC, LLC, an Idaho limited liability company. Farr, a valuable employee of the LLC, recently received an offer from a competing business. Can the LLC offer Farr a 15% interest in the LLC without requiring any capital contribution from Farr and with a 30% interest in the profits of the LLC, but without Farr having any management rights?

(a) Discuss and fully explain any and all legal ramifications of the above facts.

(b) Suppose that Farr incurs a substantial debt on behalf of the business after he has become a member of the LLC, in an area unrelated to the work he does, but within the scope of the LLCs business. The debt is unauthorized. Can an argument be made that the LLC will be liable for the debt? If nothing is said when Farr is brought into the business, and he thereafter decides to sell his interest to another person, can he do so without informing Able, Baker, and Carr or obtaining their consent?

Discuss and fully explain any and all legal ramifications of the above facts