Joseph Voll and Robert Dunn were business partners in a pair of restaurants in Connecticut called Macdaddys Macaroni & Cheese Bar. One restaurant was held in what would be known shorthand as the Monroe LLC, and the other similarly as the Fairfield LLC. A third company without a restaurant, the Management LLC, provided operational services to both Monroe LLC and Fairfield LLC.

Voll and Dunn owned all three LLCs as 50%-50% members, with the idea that profits would flow up from Monroe LLC and Fairfield LLC into the Management LLC, which would then distribute the profits equally to Voll and Dunn.

Voll was a construction general contractor, and he contributed the moneys and labor to build the first restaurant, which would go into Monroe LLC. For his 50%, Dunn contributed the concept, menus, and operational support. Dunn then was working as an investment broker, but soon agreed to give up that job and work at Monroe LLC on a full-time basis.

The first Macdaddys opened on July 4, 2011, but even before the concept was proven to be viable on a long-term basis, Voll and Dunn started looking for a second location only a few months later. The two decided on a location, and cut a deal with the property owner whereby Voll, Dunn, the property owner and his wife (the latter two, the Swansons, taking profits in lieu of rent), would all be 25% owners in the second company, being the Fairfield LLC. Certain licensing fees and royalties would also be paid to Management LLC, which was owned only by Voll and Dunn.

Apparently, there was not enough profit to sustain Dunns financial needs, and so beginning in January, 2012, Voll started loaning him $4,000 per month.

The second Macdaddys finally opened in September, 2012, and it was to be run by the Swansons. However, about the time that Macdaddys opened, the Swansons had some medical emergency and were unable to manage that restaurant, so Dunn started managing both Macdaddys. (At some point, apparently, the Swansons ceased to be members in Fairfield LLC, leaving only Voll and Dunn as the remaining 50%-50% members).

Unbeknownst to Voll, investment banker Dunn had never run a restaurant successfully, and he also had sticky fingers. Only 10 days after the July 1, 2011, opening of the first Macdaddys, Dunn started taking unauthorized withdrawals from Monroe LLC, depositing $21,150 in cash into this TD Bank account from July, 2011, to February, 2012, and depositing another $17,600 in cash into his Jordans Future, LLC (named for his daughter), from August, 2011, to May, 2012. Dunn disguised the payments as management fees or consulting fees, etc., on the checks, which were never authorized by the Monroe LLC or Voll.

Dunn also took another $5,750 in unauthorized draws from Monroe LLC, and further used Monroe LLCs assets to barter for goods and services for his home, including lawn care services and firewood deliveries, for $6,320. A later reconciliation of Monroe LLCs books against its point-of-sale system showed a cash shortfall of $39,425 between June, 2012 and November 15, 2012. Dunn also diverted the insurance proceeds from Hurricane Sandys damage into a second bank account that he opened in the name of Monroe LLC but didnt tell Voll.

The rest is here:
The MacDaddy Of All Intra-Member Charging Order Versus Levy Disputes In Voll

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March 31, 2015 at 7:33 am by Mr HomeBuilder
Category: Restaurant Construction