I need a well written student case brief including the following:

Facts: statement of the facts of the case

General Analysis: the legal principles used to decide the case,

including the Issue and Holding: the primary question and answer of law

Applied Analysis: application of the General Analysis to the Facts, leading to the

Judgment: of the case For the following:

#1. McDonough v. McDonough. 153 A.3d 187 (N.H. 2016)

#2. And the screenshots labeled #9 (Brookside Realty Ltd.)

Please do #1 and #2 separately

The screenshots in white are notes to refer to.

FYI, i don't need any research from the internet, and the fact needs to be your own words, please. Thank you.

References:

#1. McDonough v. McDonough. 153 A.3d 187 (N.H. 2016)

Limited Liability Companies and Limited Partnerships ou are planning to start a new business that will operate \"contactless\" convenience stores, which will allow people to grab what they want and pay without interacting with a cashier. Due to start-up costs, you expect the business to generate losses the first two years; after that, you hope to get a 20 percent return on your investment. You prefer to own the business entirely by yourself and design the technological systems and operation methods for the stores, yet you want trustworthy people, two per store, to handle the day-to-day operations. You'd like to take a salary from the business, minimize taxes, and protect yourself from liability. * Why is a limited liability company an especially good business form for your company? * How might you be taxed on your salary and any profits from the business if you choose to organize as an LLC? o & LEARNING OBJECTIVES After studying this chapter, you should be able to: 401 Explain the attributes of a limited liability company. Identify the default rules regarding an LLC's members' rights and responsibilities. 40-2 40-3 Explain the attributes of a limited partnership and the default rights and liabilities of partners in a limited partnership. STATE LEGISLATURES AND THE Internal Revenue Service have cooperated to permit the creation of two busi- ness forms that offer taxation advantages similar to the sole proprietorship and the partnership, yet have simple default rules that promote management of the business by fewer than all the owners and extend limited liability to some or all of the owners. These forms are the limited liability company (LLC), limited partnership, and limited liability limited partnership (LLLP). Limited Liability Companies Explain the attributes of a limited liability company. The limited liability company (LLC) is the product of attempts by state legislators to create a new business orga- nization that combines the nontax advantages of the cor- poration and the favorable tax status of the partnership. Wyoming, in 1977, passed the first LLC statute. Every state and the District of Columbia have adopted an LLC statute. The National Commissioners on Uniform State Laws has adopted the Revised Uniform Limited Liability Company Act of 2006 (RULLCA). The RULLCA provides default rules that govern an LLC in the absence of a con- trary agreement of its owners. The RULLCA treats LLCs and their owners similarly to the way the Revised Uniform Partnership Act (RUPA) treats limited liability partner- ships (LLPs) and their partners, with exceptions noted in this chapter. In general, the RULLCA has fewer rules than the RUPA, leaving more decisions to its members. As of 2019, 18 states and the District of Columbia have adopted or introduced the RULLCA. T www.uniformlaws.org You can find the Revised Uniform Limited Liability Company Act of 2006 at the website for the National Conference of Commissioners on Uniform State Laws. The popularity of the LLC has grown dramatically since 2000. It is the preferred form for small businesses and other businesses with few owners, including high-profile sports firms such as Yankee Global Enterprises LLC, which owns the New York Yankees baseball team. Major corporations also form some of their subsidiaries as LLCs. Tax Treatment of LLCs An LLC may elect to be taxed like a partnership, S corporation, or C corporation for federal income tax purposes. If LLC members elect to be recognized as a partnership or an S corporation, the LLC will pay no federal income tax. Instead, all income and losses of the LLC will be reported by the LLC's own- ers on their individual income tax returns. If the LLC elects to be taxed as a partnership, none of the partners may take a salary. Instead, profits from the business are the only way they can receive compensation, and all of the profits, whether distributed or not, are sub- ject to taxes. In addition, active members of the LLC who engage in the day-to-day affairs of the company are also subject to self-employment taxes on their percentage of the profits. These taxes are quite steepas of 2020, they are 12.4 percent for Social security (up to a particular wage base) and a 2.9 percent Medicare tax. To minimize self- employment taxes, LLCs frequently opt to be taxed as an S corporation so that active members may receive a sal- ary and avoid self-employment taxes based on the profits of the business. However, the requirements for qualify- ing as an S corporation are very stringent. For example, an S corporation may have no more than 100 owners, all owners must be U.S. citizens or residents, and there can be only one type of ownership interest. LLCs are also tax shelters for wealthy investors. They allow such investors to reduce their taxable income by deducting LLC losses on their federal income tax returns to the extent they are at risk, that is, their capital contributions to the LLC. Moreover, passive investors in an LLC, like lim- ited partners in a limited partnership, may use their shares of LLC losses to offset income from other passive investments. Formation of LLCs To create an LLC, one or more persons must file a certificate of organization (also called arti- cles of organization in some jurisdictions) with the secretary of state. The certificate must include the name of the LLC and the name and address of its registered agent. The name of the LLC must include the words \"limited liability company,\" \"limited company,\" or an abbreviation such as \"LLC\" or \"L.L.C.,\" indicating that the liability of its owners is limited. The owners of an LLC are called members. An individ- ual, partnership, corporation, and even another LLC may be a member of an LLC. Although not required, an LLC will typically have an operating agreement, which is an agreement of the mem- bers. The operating agreement will usually state whether the LLC is member-managed or manager-managed. It also will cover how members share profits, manage the LLC, and withdraw from the LLC, among other things. Well- planned LLCs have detailed operating agreements that cover all aspects of the LLC's operation and members' relations, often restating much of what is contained in the RULLCA but with changes to suit the members' needs. Once formed, an LLC may have perpetual existence and is an entity separate from its members. It may sue and be sued in its own name. It can buy, hold, and sell property. It can make contracts and incur liabilities. Figure 40.1 sum- marizes an LLC's characteristics. Identify the default rules regarding an LLC's members' rights and responsibilities. Members' Rights and Responsibilities Limited Liability An LLC member has no individual liability on LLC contracts, unless she also signs LLC contracts in her personal capacity. Therefore, a member's liability is usually limited to her capital contributions to the LLC. She is, however, liable for torts she commits while acting for the LLC. In addition, a member must make capital contributions to the LLC as she has agreed. This includes the initial capital she agreed to contribute and additional calls for capital that can be made on members according to the operating agreement. Management Rights Under the RULLCA, an LLC may choose to be member-managed or manager-managed. If it fails to make that choice in its operating agreement, the LCC is member-managed. Each member in a member- managed LLC shares equal rights in the management of the business merely by being a member of the LLC. Each member is an agent of the LLC with implied authority to Chapter Forty Limited Liability Companies and Limited Partnerships 40-3 Figure 40.1 Principal Characteristics of LLCs under the RULLCA of 2006 1. An LLC may be created only in accordance with a statute. 2. An LLC is owned by members. Members usually have liability limited to their capital contributions to the business. 3. LLC members share equally in the profits of the business, unless members agree otherwise. 4. An LLC may be member-managed or manager- managed. If it is member-managed, each member has an equal right to manage the business. 5. A member who manages the LLC owes fiduciary duties to the LLC and its members. 6. A member's ownership interest in an LLC is not freely transferable. A transferee of a member's distributional interest receives only the member's share of LLC distributions. 7. The death or other withdrawal of a member does not usually dissolve an LLC. 8. Members of an LLC may choose to have the LLC taxed as a partnership or as a corporation. carry on its ordinary business. If a member-managed LLC has limited the implied authority of one of its members, that member will retain apparent authority to transact for the LLC with a third party who did not know and had no notice that the member's authority was restricted. The LLC operating agreement may modify the default rules of the RULLCA by granting more power to some members, such as creating a class of members whose approval is required for certain contracts. The agreement could also provide that members share power in relation to their capital contributions. Managers in a manager-managed LLC may be elected and removed at any time by a vote of a majority of LLC members. The powers of a manager to act for the LLC are similar to the power of members in a member-managed LLC. Each manager in a manager-managed LLC shares equal rights in the management of the business as an agent of the LLC with implied authority to carry on the LLC's ordinary business. If a manager-managed LLC has limited the implied authority of one of its managers, that manager retains apparent authority to transact for the LLC with a third party who did not know and had no notice that the manager's authority was restricted. Under the RULLCA, most matters in an LLC may be conducted by individual managing members or manag- ers, or by a vote of a majority of managing members or managers. This facilitates the conduct of ordinary business. Some matters, however, require the consent of all mem- bers, including amendment of the operating agreement, admission of new members, the redemption of a member's interest, and the sale of substantially all the LLC's assets. In addition to being contractually liable for the acts of its members or managers acting within their express, implied, or apparent authority, the LLC is also liable for the torts and other wrongful acts of managing members and other managers acting within their authority. The LLC is not ordinarily liable for the wrongful acts of members not designated as managers in a manager-managed LLC. Duties Each member in a member-managed LLC and each manager in a manager-managed LLC is a fiduciary of the LLC and its members. The managing member or manager must account for LLC property and funds and not compete with the LLC. They owe a duty to act with the care that a person in a like position would reasonably exercise and with a reasonable belief that the act is in the best interest of the LLC. Managers must comply with the business judgment rule, a rule we cover in detail in our treatment of corporation law in Chapter 43. This duty of care can be increased or it can be decreased within limits set by the RULLCA. Nonmanaging members of a manager-managed LLC owe no fiduciary duties to the LLC. Nonetheless, whether or not they are managers, all members owe a duty of good faith and fair dealing when exercising their rights as mem- bers. This means all members must act honestly and treat each other fairly. Most states' LLC statutes permit the LLC operating agreement to expand, restrict, or eliminate fiduciary duties of LLC managers and controlling members. In Delaware, the managers and controlling members of a limited liabil- ity company owe fiduciary duties of care and loyalty to the LLC and its members unless the LLC agreement says otherwise. The LLC agreement may not, however, elimin- ate the members' duty of good faith and fair dealing. The New York LLC statute permits an LLC to eliminate or limit fiduciary duties of LLC members, except for acts or omissions that were made in bad faith, involved inten- tional misconduct or a knowing violation of law, or caused the manager personally to gain a financial profit or other advantage to which he was not legally entitled. In 2012, the New York Court of Appeals, without citing the New York statute, held that an LLC member who purchased the LLC interests of the other two members owed them no fiduciary duty because the relationship between the members was antagonistic, the purchase agreement provided that the two selling members had performed their own due diligence in connection with the sale, had engaged their own legal counsel, and were not relying on any representations by the buying member, and the agreement stated that the buy- ing member had no fiduciary duty to the selling members in connection with sale.! The court found that the selling "Pappas v. Tzolis, 982 N.E.2d 576 (N.Y. Ct. App. 2012). members, who were sophisticated businessmen represented by legal counsel, were not acting reasonably in viewing the buying member as their fiduciary. In the following Hecht case, the court considered whether an LLC manager and its investment adviser can be liable for breaching a duty to the LLC by investing LLC assets in the firm of Bernard Madoff, the infamous Ponzi schemer. Member's Distributions A member's most important when the LLC is liquidated. A transferee has no right to right in an LLC is to receive distributions (usually prof- manage the business and has only a limited right to infor- its) from the LLC. The RULLCA provides that members mation about the LLC's accounts. share profits and other distributions equally, regardless The LLC operating agreement may provide that a trans- of differences in their capital contributions. No member, feree of a member's transferable interest becomes an LLC however, is entitled to a distribution of profits prior to member. If so, the transferee has the rights, powers, and lia- the dissolution of the LLC unless the LLC decides to bilities of the transferring member, which may include the make an interim distribution. The LLC members will right to manage the LLC, the right to access LLC records, usually state in the LLC operating agreement how and and the duty to make additional capital contributions. when profits are distributed. For example, the operating A personal creditor of a member may obtain from a agreement may simply state that managing members are court a charging order that charges the member's trans- entitled to salaries and that all members share profits ferable interest with the payment of the debt owed to after salaries in proportion to their capital contributions the creditor. The creditor with a charging order receives, to the LLC. At the other extreme, the LLC operating therefore, the member's share of distributions for the agreement may have complex rules determining how life of the charging order. The creditor does not own profits are allocated, including factors such as hours a the transferable interest, but instead only has a lien or member works for the LLC, the revenue from clients security interest against it. To own the transferable inter- acquired for the LLC by a member, and a member's capi- est and acquire all the rights of a transferee, the creditor tal contribution. must foreclose against the interest and purchase it at a foreclosure sale. Member's Ownership Interest An LLC member's own- ership interest in an LLC is the personal property of the member. However, unlike a corporation in which a share- 1040-1 Explain the attributes of a limited liability company. holder may freely transfer her shares and all her rights to another person, a member has limited ability to sell or transfer her rights in the LLC. Under the RULLCA, a Members' Dissociations and LLC Disso- member may transfer her transferable interest in the LLC lution Under the RULLCA, members dissociate from to another person; however, the transferee is not a member an LLC in ways similar to those by which a partner dis- of the LLC. (The member remains a member despite hav- sociates from a partnership or LLP under the RUPA. Dis- ing transferred her transferable interest.) The transferee's solution of an LLC is also similar to that of a partnership most important right is to receive the transferring mem- or LLP. Therefore, generally, when an LLC member dies ber's right to distributions from the partnership; that is, or otherwise withdraws from the LLC, the LLC's business a share of profits and the value of the member's interest will continue, preserving its going concern value.Member Dissociations A member's dissociation is a change in the relationship among the dissociated member, the LLC, and the other members caused by a member's ceasing to be associated in the carrying on of the business. Under the RULLCA, a partner has the power to disso- ciate by withdrawing from the LLC at any time. Disso- ciations are also caused by a member's death, having a guardian appointed over her affairs, being adjudged legally incompetent by a court, being a debtor in bankruptcy, or being expelled by the other members. The other members may expel a member if it is unlawful to carry on business with her, she has suffered a charging order against her transferable interest, or she has transferred all her trans- ferable interest in the LLC. At the request of the LLC or a member, a court may also expel a member because she has harmed the LLC's business, breached the LLC operating agreement, or engaged in conduct that makes it not practicable to carry on business with her. Judicial expulsion would be appropriate when a member persis- tently breaches the duty of good faith or competes against the LLC. There are also other causes of dissociation for nonhuman members. A member's dissociation may be wrongful or nonwrong- ful. Wrongful dissociations breach the LLC operating agreement. Under the RULLCA, a member has wrongfully dissociated by withdrawing before an LLC's term expires, being a debtor in bankruptcy, or being expelled by a court. When dissolution is wrongful, the dissociating member is liable to the LLC for damages caused by the dissociation, such as the loss of business due to the member's withdrawal. When a member dissociates, his right to manage the business terminates, as do his duties to the LLC, for the most part. He may, however, have apparent authority to transact for the LLC, unless notice of his dissociation is given to third parties. This apparent authority can be elim- inated by giving personal notice to LLC creditors that a member has dissociated or by filing a Statement of Dissoci- ation with the secretary of state. Dissociation also terminates a member's status as a member. A dissociated member is treated as a transferee of a member's transferable interest. Payment to a Dissociated Member Under the RULLCA, the dissociated member has no right after her dissociation to force the LLC to dissolve and to liquidate its assets. The RULLCA leaves such decisions to the operating agreement. In addition, a dissociated member is not entitled to receive the value of her LLC interest until the LLC dissolves, unless the members agree otherwise. The RULLCA expects members to resolve buyout issues in the operating agreement. There is one exception. If the LLC is at will and is not dissolved, the LLC must purchase his interest at fair value within 120 days after the member's dissociation. If the LLC has a term, however, and is not dissolved, the LLC may con- tinue its business and pay the dissociated member the value of his interest within 120 days after the end of the LLC's term. LLC Dissolution When an LLC is dissolved, ordinarily it must be wound up. Because a business usually is worth more as a going concern, the RULLCA has few events that automatically cause dissolution of an LLC. For example, death and withdrawal of members do not by themselves cause dissolution of an LLC. Instead, the RULLCA mostly lets members decide the causes of dissolution. The few grounds for dissolution in the RULLCA include an event making it unlawful for the LLC business to con- tinue, judicial dissolution at the request of a member or transferee of a member's transferable interest, and admin- istrative dissolution by the secretary of state. A member or dissociated member may ask for a judicial dissolution if, for example, the LLC cannot practicably carry on its business, the LLC is being managed illegally or oppres- sively, or the LLC failed to purchase a dissociated mem- ber's transferable interest on the date required. The RULLCA allows the members to state in the operating agreement the events that will dissolve the LLC. The oper- ating agreement may also allow the members to dissolve the LLC by their vote, which may be any percentage of members that the members choose. In the absence of such a provision in the LLC agreement, all members must agree to dissolve an LLC. When an LLC dissolves, any member who has not wrongly dissociated may wind up the business. Winding-up members should liquidate the assets, yet they may preserve the LLC's assets or business as a going concern for a reasonable time in order to optimize the proceeds from the liquidation. The LLC is bound by the reasonable acts of its mem- bers during winding up, and may be liable for actions that continue the business and are inconsistent with winding up, unless the LLC gives third parties notice of dissolu- tion. Notice can be given in a reasonable manner, such as by e-mail, letter, or phone call, and by filing a Notice of Dissociation with the secretary of state, which is effective against all parties 90 days after filing. Distribution of Dissolved LLC's Assets After all the LLC assets have been sold, the proceeds will be distributed first to LLC creditors, including members who are creditors. If there are excess proceeds, members' contributions are returned next. Any remaining proceeds are distributed in proportion to how they share profits. Chapter Forty Limited Liability Companies and Limited Partnerships 40-7 If the LLC's assets are insufficient to pay all creditors' claims, ordinarily creditors have no recourse because the LLC's members have liability limited to the assets of the LLC. If an LLC member has not paid in all the capital she was required to pay, however, creditors may sue the member to force the member to contribute the additional capital. Identify the default rules regarding an LLC's members' rights and responsilbilities. Effect of Operating Agreement The default dissociation and dissolution rules of the RULLCA may be unacceptable to members of an LLC. Therefore, a well-drafted operat- ing agreement will cover this area completely, defining the grounds for dissociation, such as death, withdrawal, and disability of a member. The agreement should also state when a member may be expelled by the other members and a court. The RULLCA gives the members much flexibility to arrange their affairs the way they want. The operating agreement may state the amount and tim- ing of payments to a dissociated member for the value of her ownership interest. For example, the operating agree- ment may provide for a lump-sum payment within 90 days after a member dies, becomes disabled, or withdraws at age 55 or later. If a member withdraws before age 55, the agree- ment may provide for payment in quarterly installments over a five-year period. The agreement may also state when dissolution and winding up occur. For example, the agreement may pro- vide that no member has the power to seek dissolution at any time. Instead, the agreement may permit a vote of 75 percent of the members to commence winding up if any member dies or withdraws before the time permitted in the LLC operating agreement. It may require unanimous approval by the members in all other contexts. The agree- ment should also stipulate which members will have the right to participate in winding up. The LLC operating agreement may also modify how pro- ceeds are distributed to members during winding up after creditors are paid. For example, the agreement may state that all proceeds beyond creditors' claims are distributed equally to members, regardless of their capital contributions. The following case, McDonough v. McDonough, dis- cusses how a court interpreted an LLC's operating agree- ment after a falling out between two brothers who wished to dissolve the LLC. In denying the plaintiffs' summary judgment motion, the court in this case held that the oper- ating agreement permitted a majority of the company's members to continue the company. ' McDonough v. McDonough 153 A.3d 187 (N.H. 2016) ' In 1992, brothers Mark, Matthew, and Patrick McDonough established TASC, a corporation that provides technical engineering ser- vices. In September 1995, the brothers converted TASC to a limited liability company (LLC). The brothers had a falling out, and as a result, Mark sued the defendants seeking a declaration that TASC must dissolve by September 20, 2015, pursuant to its certificate of formation and operating agreement. TASC's certificate of formation states that \"[t]he latest date on which the limited liability company is to dissolve is September 30, 2015.\" Section 5 of TASC's operating agreement states: \"The Company shall have a term beginning on the date the Certificate of Formation is filed . . . and shall continue in full force and effect for a term of twenty (20) years, unless sooner terminated or continued pursuant to the further terms of this Agreement.\" Matthew and Patrick, on August 7, 2015, constituting a majority of TASC's members, voted to dissolve TASC and then immediately voted to revoke the dissolution. Both parties moved for summary judgment, and after a hearing, the trial court ruled that (1) the August 7 dissolution and revocation had no effect on TASC's governing documents and (2) TASC was not required to dissolve because its oper- ating agreement permits a majority of its members to continue the company. As a result, summary judgment was denied to Mark and granted to the defendants. Consequently, this appeal followed. On appeal, Mark argues that (1) the trial court erred when it determined that a majority of TASC''s members could continue TASC - bevand September 30, 2015, and (2) permitting a majority of TASC''s members to continue the company causes him substantial harm e it Partners,hn:!s' e the company is not obligated to pay him any consideration if he withdraws. Dalianis, Judge Mark first argues that TASC's operating agreement and the Act be dissolved as provided in the operating agreement. Section 5 of required the company to dissolve by September 30, 2015. The TASC's operating agreement states: \"The company shall have a Act requires an LLC's members to dissolve the company as pro- term beginning on the date the Certificate of Formation is filed . . . vided for in the company's operating agreement. An LLC shall and shall continue in full force and effect for a term of twenty (20) years, unless sooner terminated or continued pursuant to the further terms of this Agreement.\" Mark contends that, unless amended, the plain language of TASC's operating agreement required dis- solution by September 30, 2015. However, this argument overlooks the language \"unless sooner terminated or continued pursuant to the further terms of this Agreement.\" Although Mark is cor- rect that the members could unanimously amend section 5 of TASC's operating agreement to remove or change the dissolution clause, that does not preclude other means of continuing TASC. If TASC's members had intended that the only means of continuing the company would be an amendment of section 5, they could have explicitly said so. Instead, they chose to more broadly state that TASC would exist for 20 years unless the company was \"continued pursuant to the further terms of this Agreement.\" TASC's operating agreement and the Act provide such a way for TASC's members to continue the company. Section 4 of TASC's operating agreement authorizes TASC to \"have and exercise all powers now or hereafter conferred by [the Act].\" This includes RSA 304-C:130, III (2015), which provides: \"After the members have dissolved the limited lia- bility company under RSA 304-C: 129, I, they may revoke the dis- solution at any time before completing the wind-up of the limited liability company.\" Accordingly, TASC's members have two means to avoid the effects of the September 30, 2015 dissolution. They can either revoke the dissolution pursuant to RSA 304-C: 130, III, or unanimously amend section 5 of TASC's operating agreement. Mark also argues that a decision to revoke dissolution pursuant to RSA 304-C: 130, III requires a unanimous vote. In examining section 5 of TASC's operating agreement the agreement does not specify whether TASC may be continued by majority or unani- mous vote. Likewise TASC's operating agreement is silent regard- ing how its members may decide to revoke dissolution. Hence, because TASC's operating agreement does not provide otherwise, RSA 304-C: 67, I controls, and TASC's members may by major- ity vote revoke dissolution pursuant to RSA 304-C: 130, III. Mark next argues that even if a majority of TASC's members had the power to revoke the September 30, 2015 dissolution, they have not done so yet. However, even though the trial court ruled that the August 7 voluntary dissolution and subsequent revocation had no effect on whether TASC was required to dissolve by September 30, 2015, the trial court still ruled that TASC was not required to dissolve by September 30, 2015, because its members could con- tinue the company pursuant to the terms of the operating agree- ment. Matthew and Patrick represented to the trial court that they intended to continue TASC. Based upon these facts, the trial court could conclude that Matthew and Patrick intended to revoke the dissolution. Accordingly, this court cannot conclude that the trial court erred by granting summary judgment to Matthew and Patrick even though they had not yet voted to revoke TASC's dis- solution. Finally, Mark argues that TASC's certificate of formation requires, without exception, that the company dissolve after 20 years. TASC''s certificate of formation states that \"[t]he lat- est date on which the limited liability company is to dissolve is September 30, 2015.\" However, the Act does not require an LLC's members to dissolve the company when the duration listed in the certificate of formation expires. The Act requires an LLC's members to dissolve the company only as provided in its operating agreement. Accordingly, there is no requirement that TASC's members dissolve the company after the twenty-year duration stated in its certificate of formation. The Court thus disagrees with Mark's argument that this interpretation renders the certificate of formation superfluous. Under the Act, an LLC's certificate of for- mation and its operating agreement are distinct documents that are separately defined and serve different purposes. The primary purpose of an LLC's operating agreement is to govern how the parties will manage the internal affairs of the LLC and the LLC's business. Rather, the primary purpose of the certificate of forma- tion is to serve as notice to the secretary of state and the public that the company is operating as a New Hampshire LLC. The certificate of formation is not rendered superfluous just because the Actlooks to an LLC's operating agreement, not its certificate of formation, to determine when the LLC's members must dis- solve the company. For the reasons stated above, we hold that TASC's operating agreement and the Act permit a majority of TASC's members to continue the company beyond September 30, 2015. Accordingly, the trial court's grant of summary judgment in favor of the defendants is affirmed. Judgment affirmed. 9. Brookside Realty Ltd. was a limited partnership. In the limited partnership certificate filed with the secretary of state, four of its limited partners agreed to make capi- tal contributions and be liable for future assessments in amounts ranging between $36,000 and $145,000. Brookside failed to pay for material Builders Steel sold to Brookside. Because the limited partners had not paid all the assessments required by the limited partnership certificate, Builders Steel claimed that it was entitled to require the limited partners to pay those assessments to the extent of the debt to Builders Steel. Did the court agree