Cited by

See, e.g., Dobson Bay Club II DD, LLC v. La Sonrisa de Siena, LLC, (voiding contractual late fee term as an unenforceable penalty because contract remedies should be compensatory, not punitive); CSA 13-101 Loop, LLC v. Loop 101, LLC, (holding parties could not prospectively waive statutory rights protecting public interests, including the right to have the fair market value of property credited against debt obligations); Am.

–29 (2015); CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 6 (2014).

e Club despite the fact that she had been removed as a member of the Club” and Loren therefore did not lose “her direct and indirect authority and power 1 “Absent controlling authority to the contrary, we generally follow the Restatement when it sets forth sound legal policy.” In re Sky Harbor Hotel Properties, LLC, ¶ 6 (2019) (quoting CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 18 (2014)).

“When a ruling is based on conflicting testimony, we will not disturb the court’s ruling by reweighing the evidence.” CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 25 (App. 2013), vacated in part by ¶ 25 (2014).

(quoting CSA 13-101 Loop, LLC v. Loop 101, LLC, -63, ¶ 25 (App. 2013), vacated in part, ).

1951)); accord CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 6 (2014) (“Our law values the private ordering of commercial relationships and seeks to protect parties’ bargained-for expectations.”).

¶41 “Contract provisions are enforceable unless prohibited by law or otherwise contrary to identifiable public policy.” CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 6 (2014) (citing 1800 Ocotillo, LLC v. WLB Grp., Inc., ¶ 7 (2008)).

But Arizona typically applies the Restatements of Law when no statute, rule, or appellate decision contradicts them and “when [they] set[] forth sound legal policy.” ¶ 6 (2019) (quoting CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 18 (2014)).

portions of the evidence from different witnesses,” and we “will sustain a result anywhere between the highest and lowest estimate which may be arrived at by using the various factors appearing in the testimony in any combination which is reasonable.” CSA 13-101 Loop, LLC v. Loop 101, LLC, -63, ¶ 25 (App. 2013) (citation and internal quotations marks omitted), vacated in part by

CSA 13-101 Loop, LLC v. Loop 101, LLC, -12, ¶¶ 6-7 (2014).

CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 13 (2014) (“Section 33-814(A) protects against artificially inflated deficiencies by preventing windfalls resulting from below-market credit bids.”).

Neither case considered whether, based on the common law of agency, managers or members owe fiduciary duties to the LLC. ¶6 “Absent controlling authority to the contrary, we generally follow the Restatement when it sets forth sound legal policy.” CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 18 (2014).

Appellants cite CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 23 (2014), for the proposition that the fair market value protections of § 33-814(A) cannot be prospectively waived.

See CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 12, (“The fair market value provision, as well as the deed of trust framework generally, accords with Arizona’s long-recognized public policy of protecting debtors.”).

CSA 13-101 Loop, LLC, v. Loop 101, LLC, ¶ 6

–74, –70 (1979) (holding that, as a matter of public policy, a defendant cannot bargain away the right to appeal); see also CSA 13-101 Loop, LLC v. Loop 101, LLC, ¶ 6, (“Contract provisions are enforceable unless prohibited by law or otherwise contrary to identifiable public policy.”).