So, Mary continues to insist that Monica and I sign a termination agreement to get out of the ill-fated GardnerMountain LLC.  She insists her NEW lawyer says the agreement is REQUIRED.  It is not.  I’m sure her lawyer is telling her that she needs this agreement in order to PROTECT her; to protect the LLC – so in that sense it might be “required”.  Well tough!  She doesn’t get to sleep at night, knowing she’s somehow made sure she can’t get sued over the LLC.  

In addition, the “agreement” mentions “This Agreement and the Operating Agreement embody the entire agreement” – WHICH Operating Agreement?  The one in force when we signed up?  The NEW OA, assuming the LLC has gotten around to codifying a new OA?  A third proposed OA?  Monica and I aren’t allowed to know about the current OA, so that phrase is an open door to whatever the hell the LLC wants it to mean.  I don’t sign blank checks.

Just to be clear, I no longer give a shit about the LLC.  I have no interest in retaining any value from GM, the LLC or anything else.  I also have no interest in any legal action against GM, the LLC or even Mary.  She will get her comeuppance in the afterlife.  

That said I also have no intention of committing myself to do or not do anything based on Mary’s claim that it is “required”. Yes, it is a minor hassle on my taxes, but at less than one percent ownership, no matter how bad Mary screws up the LLC, it’s not much money

Included below is a copy of the so-called agreement.  IF, and as you read it, keep in mind that this is a Family LLC designed to keep the property in the family, but this kind of legal finagling makes you think it’s a contract to limit a relationship with a Chicago contractor…. Oh wait…….

Mike

p.s. additional reading material included below as well. Drop by and read gardnermountainllc.com…..

LLC DISSOCIATION AND TRANSFER AGREEMENT

April 15, 2025

This LLC Dissociation and Transfer Agreement (“Agreement”) is made effective as of the date above, by and between Gardner Mountain LLC, a Wisconsin limited liability company (“LLC”) and Michael G. Gardner (“Dissociating Member”).

I. BACKGROUND STATEMENTS

1. The LLC was formed pursuant to its Articles of Organization filed on October 7, 2022.  The LLC has been operating pursuant to an Operating Agreement dated July 22, 2022 (“Operating Agreement”).

• Dissociating Member provided notice to the LLC, dated March 8, 2023, a copy of which is attached as Exhibit A to this Agreement, of his express will to:

1. Withdraw as a Minority Member of the LLC, effective on the date of said notice pursuant to Wisconsin Statutes Chapter 183, and

• Relinquish any and all interest he has in the LLC as of the Termination Date (as defined in II.A below.

II. AGREEMENT – DISSOCIATION AND TRANSFER OF LLC INTEREST

A.  The Dissociating Member’s interest as a Minority Member in the LLC terminated on March 8, 2023 (“Termination Date”).

B.  The Dissociating Member voluntarily assigns, transfers, conveys, and delivers all rights, titles, and interests (economic and voting) in the LLC to the LLC without compensation.  The LLC accepts these interests, free from any liens, security interests or encumbrances.

            C.  The Dissociating Member’s right to participate as a member in the operation and conduct of the LLC’s activities and affairs terminates on the Termination Date.  His duties and obligations as a member of the LLC end regarding matters arising and events occurring after the Termination Date.  

D.  The Dissociating Member is being relieved of all obligations with respect to his interest in the LLC to the maximum extent allowable by applicable law, but acknowledges certain debts, obligations and liabilities incurred while a Member of the LLC may not be released under Wis. Stat 183.0603(2).  As of this date, the LLC is not aware of any such debt, obligation or liability of Dissociating Member to the LLC.

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III.  OTHER PROVISIONS

            A.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin.

            B.  Entire Agreement.  This Agreement and the Operating Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior agreements, representations, warranties and understandings between or among the parties with respect to such subject matter.  

III.  SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Dissociation Agreement as of the date first written above.

DISSOCIATING MEMBER:

By:_________________________

            Michael G. Gardner

GARDNER MOUNTAIN LLC:

By: ________________________

    Rose A. Gardner, Manager