Scenario 1:

Milk Cows, Inc. and Armadillo's Ice Cream, LLC partnered together to share the expenses and profits of a venture to develop a new ice cream franchise. Armadillos had not yet been formally formed yet so Jane signed the agreement with Milk Cows on behalf of Armadillos. In addition, Jane provided a personal check in the amount of $35,000 for Armadillos initial contribution and participation in the partnership because Armadillos did not yet have a bank account. Armadillos failed to contribute additional funds after it became incorporated and had an outstanding balance of $56,400 in unpaid partnership expenses. Could Jane be held personally liable for the outstanding amount? Explain your answer applying the law you learned and include any case law reference.

Scenario 2:

Joanne and formed Joanne's Wedding Boutique, LLC with her husband, Travis, and their two children Jamie and Katie. Travis and Katie were managers of the LLC. The operating agreement provided that the managers served until replaced or recalled by a vote of the majority of the members. After a couple of years of operating the business with no issues, Joanne found out that Travis was having an affair and she "fired" him. She also found out that Katie was aware of the affair and didn't tell Joanne so she "fired" Katie as well. Joanne denied Travis and Katie access to the books and offices but continued to operate the business. Did Joanne's actions violate the LLC's operating agreement? Explain your answer applying the law you learned.