Written by Attorney Brad Wilder.
There is often a conception that the practice of law is only about being familiar with the law. Although the law, whether passed by our legislature or interpreted by a court, is often what occupies a lawyer’s time, too frequently matters turn on issues that have nothing to do with the law
Awhile ago, I was representing a client in a complex real estate matter. My client was purchasing many acres of residential and commercial property. The closing was complicated.
What made the closing particularly cumbersome was the fact that my client was buying property in the name of two different limited liability companies. Further, a like-kind exchange was involved, not to mention the fact that the seller, another limited liability company, had two members (a minority member and a majority member).
For two hours on the day of the closing, I went through various documents with my client, the majority member’s attorney, and the minority member’s attorney. Everything seemed to be in order. Everyone was on board to complete the purchase and sale.
As the closing was coming to an end, the attorney for the minority member suddenly noticed something on various documents he did not like. The majority member had signed various documents on behalf of the limited liability company, but under her name there was a designation that she was the “Member/Manager” of the limited liability company. This “Member/Manager” designation was not satisfactory to the attorney for the minority member. He was unwilling to allow any closing document to reflect a “Manager” designation.
The majority member was present for the closing, and became very upset with the suggestion that she was not the manager. Her attorney chimed that his client had documentation vesting her with managerial responsibilities. The attorney for the minority member, however, remained adamant that he would not allow any closing documents to designate “Manager.”
After a few terse words were exchanged between the other attorneys, I suggested that the issue really boiled down to what the slash meant between “Member” and “Manager.” I indicated that the slash meant “or”, thus the documents were fine and did not need to be altered. The attorney for the minority member, however, was unpersuaded. He would not bend. After some further debate, it was agreed that the term “Manager” would be removed from all closing documents.
I have to admit that when I was in school english was never a subject that held my attention for very long. Colons, semi-colons, the placement of prepositional phrases, and how to make certain words possessive were all things I felt were best left to reporters, authors and college english majors. As long as I was able to convey my point, even if it meant the occasional use of “ain’t”, I considered my knowledge of the english language just fine.
But somewhere in my education, I must have learned more than I needed to know. I actually remember learning about that slash that sometimes separates words.
After the closing, I went to my trusty dictionary to confirm what I believed to be true. The “ / ” that appears on our computer keyboard, and is commonly used to separate words is called a virgule. A virgule is used to separate alternatives. Thus, when used in the phrase “Member/Manager”, the virgule may mean a person is either a member or a manager. Use of the virgule does not necessarily imply that a person is both a member and a manager.
Believe it or not, the issue involving the virgule did not end with the closing. The very next day, the attorney for the minority shareholder called to thank me for conducting such an efficient closing. The attorney mentioned, however, that he had consulted with his law partner about what the slash in “Member/Manager” meant. I was told that the law partner did not agree with my opinion. In response, I suggested that he look up the word “virgule” in his dictionary.
I have heard nothing more about the virgule. For part of a day, the practice of law centered around the meaning of a simple slash.
There is often a conception that the practice of law is only about being familiar with the law. Although the law, whether passed by our legislature or interpreted by a court, is often what occupies a lawyer’s time, too frequently matters turn on issues that have nothing to do with the law
Awhile ago, I was representing a client in a complex real estate matter. My client was purchasing many acres of residential and commercial property. The closing was complicated.
What made the closing particularly cumbersome was the fact that my client was buying property in the name of two different limited liability companies. Further, a like-kind exchange was involved, not to mention the fact that the seller, another limited liability company, had two members (a minority member and a majority member).
For two hours on the day of the closing, I went through various documents with my client, the majority member’s attorney, and the minority member’s attorney. Everything seemed to be in order. Everyone was on board to complete the purchase and sale.
As the closing was coming to an end, the attorney for the minority member suddenly noticed something on various documents he did not like. The majority member had signed various documents on behalf of the limited liability company, but under her name there was a designation that she was the “Member/Manager” of the limited liability company. This “Member/Manager” designation was not satisfactory to the attorney for the minority member. He was unwilling to allow any closing document to reflect a “Manager” designation.
The majority member was present for the closing, and became very upset with the suggestion that she was not the manager. Her attorney chimed that his client had documentation vesting her with managerial responsibilities. The attorney for the minority member, however, remained adamant that he would not allow any closing documents to designate “Manager.”
After a few terse words were exchanged between the other attorneys, I suggested that the issue really boiled down to what the slash meant between “Member” and “Manager.” I indicated that the slash meant “or”, thus the documents were fine and did not need to be altered. The attorney for the minority member, however, was unpersuaded. He would not bend. After some further debate, it was agreed that the term “Manager” would be removed from all closing documents.
I have to admit that when I was in school english was never a subject that held my attention for very long. Colons, semi-colons, the placement of prepositional phrases, and how to make certain words possessive were all things I felt were best left to reporters, authors and college english majors. As long as I was able to convey my point, even if it meant the occasional use of “ain’t”, I considered my knowledge of the english language just fine.
But somewhere in my education, I must have learned more than I needed to know. I actually remember learning about that slash that sometimes separates words.
After the closing, I went to my trusty dictionary to confirm what I believed to be true. The “ / ” that appears on our computer keyboard, and is commonly used to separate words is called a virgule. A virgule is used to separate alternatives. Thus, when used in the phrase “Member/Manager”, the virgule may mean a person is either a member or a manager. Use of the virgule does not necessarily imply that a person is both a member and a manager.
Believe it or not, the issue involving the virgule did not end with the closing. The very next day, the attorney for the minority shareholder called to thank me for conducting such an efficient closing. The attorney mentioned, however, that he had consulted with his law partner about what the slash in “Member/Manager” meant. I was told that the law partner did not agree with my opinion. In response, I suggested that he look up the word “virgule” in his dictionary.
I have heard nothing more about the virgule. For part of a day, the practice of law centered around the meaning of a simple slash.
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