Oregon Supreme Court rules on LLC liability limits

Ater Wynne LLP
NW Law frim

By Lori Irish Bauman

Oregon Supreme Court on statutory immunity of LLC members and managers

Members and managers of a limited liability company are shielded from vicarious liability for the LLC’s torts, but can be held personally liable if they either knew of the tortious acts or participated in them. That was the conclusion of the Oregon Supreme Court last week in Cortez v. Nacco Material Handling Group, Inc.

ORS 63.165(1) protects members and managers of an LLC from liability resulting “solely by reason of being or acting as a member or manager.” The scope of that statutory immunity was at issue in Cortez. The court held that the immunity is comparable to that available to an officer or director of a corporation. According the to court, “members or managers who participate in or control the business of an LLC will not, as a result of those actions, be vicariously liable” for the LLC’s torts. But a member or manager can be liable for its own negligent acts in managing the LLC, or for knowing of or participating in the LLC’s torts.

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