Question 3. Joe, Mick and Paul are members of Clash LLC ("Clash"), a manager-managed LLC. Joe is Clash's manager. Although Joe is designated as "manager" in Clash's LLC agreement, the LLC agreement does not contain a description of Joe's duties. Mick and Paul are members, but they ordinarily do not participate in the management of the business.

Clash operates a music group that performs at weddings and corporate events. Joe's childhood friend, Sarah, is the CEO of Mega Corp. ("Mega'"). Sarah asks Joe if Clash would perform at Mega's annual corporate retreat. Sarah also asks if Clash can perform "Love Shack" by the B-52s. Joe says "yes" and executes a performance contract with Sarah signing on Mega's behalf.

At the corporate retreat, Clash did not perform "Love Shack" (because they don't know the song). As a result, Mega refuses to pay Clash for the performance and demands $10,000 in damages (apparently, several Mega executives were eagerly awaiting the Clash's rendition of "Love Shack").

What is the best argument that Joe should be held liable for any damages to Mega?

A. Joe was given verbal authority, but no authority in writing, to negotiate performance contracts with clients.

B. Joe was not given express actual authority to negotiate a contract with Mega.

C. Clash is a string quartet that exclusively performs baroque and classical pieces.

D. LLC members are never liable for an LLC's debts or obligations.