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thereof, not in compliance with * * * [article 10] is null and
void ab initio.”
Dr. Joffe’s 1995 Purchases of Additional Interests in the
LLC
On September 28, 1995, Laser Centers of America, Inc., sold
its 45-percent membership interest in the LLC to Dr. Joffe, and,
on December 31, 1995, Dr. McLeod sold his 8-percent membership
interest in the LLC to him. As a result, as of December 31,
1995, Dr. Joffe owned 88 percent, Dr. McKernan owned 10 percent,
and Ms. Moore owned 2 percent of the LLC.
The Moore Letter; the Joffe Memorandum
In a handwritten letter dated July 1, 1997, to James P.
Kelly (Mr. Kelly), counsel to the LLC during 1996-98, Ms. Moore
listed percentage distributions, including an 8-percent share for
herself, “should * * * [the LLC] be sold or distributions be
made.” In that letter (the Moore letter), Ms. Moore further
noted: “Deborah Moore has 2% originally already. Also, the
agreement for the above percentages in no way interferes with the
original LLC percentages.”8
8 In substantial part, the Moore letter states:
July 1, 1997
James P. Kelly
200 Galleria Pkwy
Suite 1510
Atlanta, Ga 30339
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Last modified: November 10, 2007