- 46 -
SouthTrust Bank in 1998 that he continued to hold an 88- percent
membership interest.12
In each instance petitioners cited, the reference to a
continuing 88-10-2-percent division of the LLC membership
interests is simply based upon the lack of any information to the
contrary. None of the documents petitioners cite provides
“clear, unequivocal, and decisive evidence” that Dr. Joffe and
Ms. Moore had not agreed to the transfer of a 10-percent
membership interest in the LLC from the former to the latter as
of January 1, 1997.
Lastly, the LLC’s 1998-2000 distributions are consistent
with an agreement, at least as early as 1998, to allocate the LLC
membership interests on a 68-20-12-percent basis among Drs. Joffe
and McKernan and Ms. Moore, respectively. Petitioners argue that
those so-called disproportionate distributions (disproportionate
to the 88-10-2-percent split alleged by petitioners) were merely
a means of compensating Dr. McKernan and Ms. Moore for the
pledging of LLC assets and the use of LLC funds to discharge
debts incurred by Dr. Joffe’s failed Cincinnati Surgery Center
and were not the result of a prior transfer of 10-percent LLC
12 Neither is there any support in the record for
petitioners’ argument that Dr. Joffe pledged an 88-percent
interest in the LLC as security for the March 1999 loan to the
LLC. As noted supra, both the note Dr. Joffe executed on behalf
of the LLC and the SouthTrust Bank credit report (under the
heading “Collateral”) describe the loan as “Unsecured”.
Page: Previous 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 Next
Last modified: November 10, 2007