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5.1.3 (regarding extraordinary transactions); section 7.1 (re-
garding events resulting in the dissolution of MFV); and section
7.2 (regarding the procedure for winding up and dissolving MFV).
On that record, we further find that, pursuant to section 5.1.2
of MFV’s operating agreement, Ms. Mirowski’s discretion, power,
and authority as MFV’s general manager were subject to the
requirements of applicable Maryland law, including the Maryland
law that imposed on her fiduciary duties to the other members of
MFV, namely, her daughters’ trusts56 to which she made respective
gifts of 16-percent interests in MFV.57 See Robinson v. Geo
Licensing Co., L.L.C., 173 F. Supp. 2d 419, 427 (D. Md. 2001);
Froelich v. Erikson, 96 F. Supp. 2d 507, 526 (D. Md. 2000), affd.
per curiam sub nom. Froelich v. Senior Campus Living, L.L.C., 5
Fed. Appx. 287 (4th Cir. 2001).
On the record before us, we find that the discretion, power,
and authority that MFV’s operating agreement granted to Ms.
Mirowski as MFV’s general manager do not require us to find that
at the time of Ms. Mirowski’s gifts and at the time of her death
there was an express agreement that Ms. Mirowski retain an
56Ms. Mirowski held no powers over her daughters’ trusts.
Ms. Mirowski’s daughters as the trustees of each of the daugh-
ters’ trusts were subject to the fiduciary duties imposed on them
by Maryland law. See, e.g., Madden v. Mercantile-Safe Deposit
& Trust Co., 339 A.2d 340, 348 (Md. Ct. Spec. App. 1975).
57We find nothing in the record that establishes that Ms.
Mirowski intended to, or did, violate her fiduciary duties under
Maryland law.
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