Fashion Forward, L. L. C., a publisher of womens fashion magazines, started an account with Thorson Printing Co. in May 2007. On behalf of Fashion Forward, David Berry, a member of the firm and a manager, signed a contract that identified Fashion Forward as the purchaser and required that payment be made in full within thirty days. Despite the terms of the contract, Fashion Forward typically took up to six months to pay the full amount for its orders. Thorson printed and shipped 11,000 copies of a winter 2009 issue for Fashion Forward but had not been paid when the firm ordered 13,000 copies of a spring 2010 issue. Thorson refused to print the new order unless they received assurance of payment. On April 30, Berry signed a promissory note payable to Thorson within thirty days for $15,669 plus interest at 5 percent per year. Thorson printed the new order but by September had been paid only $8,000. Thorson filed a suit against Fashion Forward and Berry to collect the balance.

When is it possible to hold a member of an LLC liable for the firms debts? In this case, is Berry personally liable under the contract for the unpaid amount on Fashion Forwards account? Did Berrys promissory note affect the parties liability on the account? Why or why not?

Do you see any ethical issues in this case? Does Berry (or any other member of Fashion Forward) have any ethical duty to fulfill the obligations of Fashion Forward? Why or why not? Does your answer apply to all LLCs in general?

Thorson shipped only 9,000 copies of the spring 2010 issue of Fashion Forward magazine, waiting for instructions on where to ship the other 4,000 copies. The magazine had a retail price of $8.50 per copy. Legally, should Thorson have mitigated its damages by trying to sell the copies still in its possession? Did Thorson have an ethical duty to do so? Why or why not?

Please write 2-3 paragraphs