5/20/2023 0 Comments Orx exploration inc![]() Thus, we find that the district court did not err in determining that MBW was being operated as the alter ego of Mr. Washauer was operating MBW at his leisure and direction. Lastly, while LLCs are not bound by corporate laws to hold regular meetings, the fact that MBW has not had a meeting in over a year further evidences that Mr. Furthermore, at the time MBW began contracting with ORX, it was not yet recognized as an LLC by the Louisiana Secretary of State. This commingling occurred because MBW was undercapitalized and did not have a separate bank account to transact its own affairs. Commingling of the LLC’s funds occurred with the funds of Mr. Washauer’s activities on behalf of MBW do merit the piercing of the veil of this LLC. The Louisiana Supreme Court has identified five nonexclusive factors to be used in determining whether to apply the alter ego doctrine. Washauer used MBW as a shell and tried to avoid paying a legitimate debt of the LLC. Under our review, we find that the district court did not err in determining that the alter ego theory of corporate veil piercing applies to a Louisiana limited liability company, under the facts of this case, where it appears that Mr. 12:1320(D) provide for the piercing of an LLC’s veil when the situation so warrants.Piercing the veil of an LLC is justified to prevent the use of the LLC form to defraud creditors. The Appellants timely filed appeal from this judgment.We first address whether the district court erred in ruling that the alter ego theory of the corporate veil piercing applied to Louisiana limited liability companies.The provisions of La. As a result, ORX filed suit for breach of contract against both MBW and Mr. MBW’s unpaid share of expenses for said project amounted to $84,220.01, for which ORX demanded payment via correspondence, but to no avail. Washauer paid the full amount of MBW’s share of an ORX cash call invoice of $59,325 with a personal check.The well proved to be unsuccessful, and was ultimately plugged. 2 in the Clovelly Prospect, (“the Well”), which was the “initial well” called for in the Participation Agreement. Additionally, he paid MBW’s participation fee with a check drawn from the account of another entity, MBW Properties, LLC.In 2006, ORX, as the well Operator, began planning the Allain LeBreton Well No. The drilled well was governed by the Participation Agreement, which provided that MBW had a working interest in the Clovelly Prospect whereby MBW would share in 2.5% of the costs incurred, and would gain a proportionate share of the returns, if any, produced by the well.Later, ORX submitted an Authorization for Expenditure (“AFE”) to MBW for approval, which Mr. It further provided that the nonoperating working interest partners, like MBW, would pay their proportionate share of the costs in exchange for a corresponding working interest ownership share in the Clovelly Prospect. Washauer signed these documents in October of 2003 and December of 2004, respectively, on behalf of MBW, in his capacity as a “Managing Member.” However, MBW did not come into existence until July of 2005, when its articles of organization were filed with the Louisiana Secretary of State.The JOA provided that ORX was to serve as the “Operator” drilling a well within the Clovellty Prospect. The partnering parties entered into a Joint Operating Agreement (“JOA”) and the Clovelly Prospect Participation Agreement (“Participation Agreement”). Pursuant to this Agreement, ORX purchased certain oil, gas and mineral leases/interests in a tract of land located in Lafourche Parish, known as the “Clovelly Prospect.” ORX partnered with other entities, including MBW, to share in the expense and potential profits of the venture to explore and develop the Clovelly Prospect. Jones, JudgeOn January 16, 2003, ORX entered into the “Clovelly Purchase Agreement” with Coastline Oil & Gas, Inc. v.MBW Exploration, LLCCourt of Appeal of Louisiana, Fourth Circuit, 32 So.3d 931 (2010).THE LANGUAGE OF THE COURTCharles R. By Cengage Advantage Books: Modern Principles of Business Law (1st Edition) Edit edition Solutions for Chapter 17 Problem 2C3: ORX Resources, Inc.
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