The “fun” continues.
Attorney Bill Magrane sent the following email to Jeff Krause:
Jeff I am very troubled by the content of the attached “Certificate etc.” (Exhibit 1) vis a vis the possible bad faith filing of the referenced bankruptcy by your law firm and Mackinac .As you must know, and as Kelly Ng recites in Exhibit 1, Mr. Ng was only ever “a Manager” not “the Manager” of B-4 Partners, LLC at any time, and certainly as of September 12, 2011, when he signed Exhibit 1 in that admittedly non-exclusive capacity. (See, e.g., Exhibit 2 [consisting of the Limited Liability Company Operating Agreement of B-4 Partners, LLC” dated January 1, 2002 as amended through December 3, 2008].)Under Exhibit 2, “Major Decisions” regarding B-4 Partners, LLC’s business operations have always required the vote of both of the two Managers of B-4 Partners, LLC, to wit, as of September 12, 2011, of both Kelly Ng and Walter Ng. (See Exhibit 2 at page 10, section 4.2(a)(iv) [governing major decisions to “manage any Company Properties [including]. . . dispos[ing] of all or substantially all of the assets of [B-4 Partners, LLC].]”)Again as you must know, Walter Ng never at any time consented/ratified having B-4 Partners, LLC as the sole member and sole manager of R.E. Loans, LLC authorize Mackinac or you to cause R.E. Loans, LLC to ever file for bankruptcy.Rather, Mr. Walter Ng was the debtor in possession in a Chapter11 bankruptcy trustee that was in place on September 12, 2011, and there is nothing in the Walter Ng bankruptcy bankruptcy file to suggest Walter Ng was even asked, let alone ever consented to such an extraordinary thing as having B-4 Partners, LL–of which he, Mr. Walter Ng was then one of the only two Managers–authorize Mr. Weissenborn of Mackinac to, in turn, cause R.E. Loans, LLC to file for bankruptcy, whether in the Northern District of Texas or anywhere else.NOTE: there is nothing in Exhibit 2 which appears to me to have even attempted to have deprived Mr. Walter Ng (and now, as of last month, his Chapter 7 bankruptcy trustee) of his continuing status as “a Manager” of B-4 Partners, LLC, thus rendering Kelly Ng’s unilateral consent as another such “a Manager” clearly ultra vires, both ab initio and/or au courant. This (as far as my reading of Exhibit 2 is concerned at least) is in contrast to what Exhibit 2 provides vis a vis Mr. Ng’s purported change in status as a Member (rather than as a Manager) of B-4 Partners, LLC as triggered by his bankruptcy. (See Exhibit 2 at page 23, at sections 8.6 and 8.12.)There are numerous cases dismissing voluntary LLC bankruptcy cases where Managers such as Kelly Ng act without the requisite consent of those other persons required by a relevant Operating Agreement to consent to such a bankruptcy filing under said relevant Operating Agreements. I attach a most recent example of this decisional case law holding this to be the case as Exhibit 3.As you well know, and based on a long and very satisfactory relationship with other of your Stutman law partners, I am a great fan of your law firm. I therefore assume there is a convincing and sensible explanation for this anomaly so I will look forward to your prompt response to this email.