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Taghipour v. Jerez7/30/2002
.2d 743, 747 (Utah 1996) (" ince the Governmental Immunity Act specifically addresses public improvements, it is the law most specific . . . ."). Thus, this section is tailored precisely to address the documents and instruments Jerez executed, e.g., the trust deed and trust deed note. For example, a trust deed is similar to a mortgage in that it secures an obligation relating to real property, Capital Assets Fin. Serv. v. Maxwell, 2000 UT 9, 11, 994 P.2d 201; First Sec. Bank, N.A. v. Banberry Crossing, 780 P.2d 1253, 1256 (Utah 1989), and a trust deed "is a conveyance" of title to real property, First Sec. Bank, N.A., 780 P.2d at 1256; see also Utah Code Ann. § 57-1-20 (2000), which is a disposition of property as contemplated by the statutory provision. Conversely, section 48-2b-125(2)(b) is more general because it addresses every situation in which a manager can bind a limited liability company.
Further, a statute is more specific according to the content of the statute, not according to how restrictive the statute is in application. Indeed, a specific statute may be either more or less restrictive than the statute more general in application, depending upon the intent of the legislature in enacting a more specific statute.
Moreover, if we were to hold that section 48-2b-125(2)(b) is the more specific provision, we would essentially render section 48-2b-127(2) "superfluous and inoperative," Hall, 2001 UT 34 at 15, because section 48-2b-127(2) would simply restate section 48-2b-125(2)(b) and would therefore be subsumed by section 48-2b-125(2)(b). Accordingly, the court of appeals correctly concluded that section 48-2b-127(2) is more specific, and therefore, the applicable statute in this case.
II. VALID AND BINDING LOAN AGREEMENT DOCUMENTS
Section 48-2b-127(2) must be applied to the facts of this case to determine whether the documents are valid and bind the LLC. At the time relevant to this case, section 48-2b-127(2), the statute applicable to the issue in this case, seesupra 14-16, provided:
Instruments and documents providing for the acquisition, mortgage, or disposition of property of the limited liability company shall be valid and binding upon the limited liability company if they are executed by one or more managers of a limited liability company having a manager or managers or if they are executed by one or more members of a limited liability company in which management has been retained by the members. Utah Code Ann. § 48-2b-127(2) (1998) (emphasis added).
According to this section, the documents are binding if they are covered by the statute and if executed by a manager. There are no other requirements for such documents to be binding on a limited liability company.
In this case, as Taghipour acknowledges in the complaint and Taghipour's brief on appeal, Jerez was designated as the LLC's manager in the articles of organization. Jerez, acting in his capacity as manager, executed loan agreement documents, e.g., the trust deed and trust deed note, on behalf of the LLC that are specifically covered by the above statute. Seesupra 14. As such, these documents are valid and binding on the LLC under section 48-2b-127(2). Therefore, the court of appeals correctly concluded that the LLC was bound by the loan agreement and, consequently, that Mt. Olympus was not liable to Taghipour for Jerez's actions.
CONCLUSION
The court of appeals correctly determined that section 48-2b-127(2) (1998) governs this case, that under this statutory section the loan agreement is valid and binding on the LLC, and that Mt. Olympus did all that was required by statute. Therefore, the court of appeals
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