Section 7.2, entitled « Authorized Transfers », authorized the allocation to authorized purchasers defined as future descendants of the parents of the members and spouses of those descendants. It also contained the following provision regarding membership, which ultimately played a prominent role in the Scarpulla Court decision: the attribution of interests to LLCs is made when a member communicates to other members its intention to transfer some or all of its ownership rights in the LLC to another company. Assignment is usually made as a way for members to provide collateral for private loans, repay debts, or leave the LLC. The assignor and assignee sign a document called Membership Assignment of Interest. In the article on the transfer of membership shares, section 7.1 required the prior written consent of 95% of non-assigning members for each assignment by a member of « all or part of his or her interest, participation or participation in the company ». Finally, the facts relating to the agreement or the absence of such consent seem relatively clear to MFB Realty, precisely because of the formalities followed, this is not always the case, in particular for LLCs – and even more so for LLCs belonging to the family – whose members are unaware of the formalities provided for in the company agreement and whose conduct and representations before the courts and extrajudicially are recognised by the transferees. Members…..