- 29 -
Pursuant to section 3.4 of MFV’s operating agreement,19 no
interest holder,20 including Ms. Mirowski, was to have the right
to receive the return of any capital contribution except as
otherwise provided in that agreement. The only provision in
MFV’s operating agreement for the return of a capital contribu-
tion to an interest holder was in the event of the liquidation
and dissolution of MFV.21 Pursuant to section 4.4.1 of MFV’s
19Section III of MFV’s operating agreement is titled “Mem-
bers; Capital; Capital Accounts”.
20Section I of MFV’s operating agreement defined the term
“Interest Holder” to mean “any Person who holds a Membership
Interest, whether as a Member or as unadmitted assignee of a
Member.” Section I of MFV’s operating agreement defined the term
“Member” to mean “each Person signing this Agreement and any
Person who subsequently is admitted as a member of the Company.”
21Section VII of MFV’s operating agreement, titled “Dissolu-
tions, Liquidation and Termination of the Company”, addressed,
inter alia, the distribution of MFV’s assets upon its liquidation
and dissolution. Section 7.2 of MFV’s operating agreement
provided:
7.2. Procedure for Winding Up and Dissolution.
If the Company is dissolved, the General Manager shall
wind up its affairs. On winding up of the Company, the
assets of the Company shall be distributed,
(i) to creditors of the Company, including
Interest Holders who are creditors, in satisfaction of
the liabilities of the Company;
(ii) to Interest Holders and former Interest
Holders in satisfaction of unpaid distributions;
(iii) to Interest Holders for the return of
Capital Contributions; and
(continued...)
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Last modified: March 27, 2008