loyalty the duty to account the duty not to engage and stop dealing plaintiff alleged all of those things and is complying and the nd amended complaint i mean let's say there were breaches of all of those duties and summary judgment motion to dismiss stage and a trial and doing so however the trunks were committed numerous errors the st error that the trial court committed was in the dismiss they had not consulted and doing those things that the duty of loyalty requires the member managers of the aisle seat or to consult the other members when they aren't fact conducting business they didn't do that even if the statute didn't come into being as an as is an effect of law until january of two thousand and twelve it applies and it sets forth what the standard of conduct is for actions act so that it doesn't heist to gether would be able to control the business when i heard decision of bringing her in that was before the partnership was formed very well i believe a common all partnership was formed prior to trying to identify what is it in the evidence as a matter of summary judgment sam if the district court had not read this to apply to be sex and gotten rid of the claim on background what what's the evidence that you're pointing to that you  from the else it it if they are unable to account for funds and unable to answer questions about where those funds were they were unable to do it and the webb is part of that duty to account now whether or not the jury makes the elite that we asked them to which is that that means that those ons were self dealt and that they were either spent on other businesses that were the plaintiffs or they simply put it ends their own pockets that's for us to persuade the jury but that's not for a decision on a motion for summary judgment i mean it's a duty of loyalty ok so even if they just decide to call it something else it is still a higher duty that normal contracting parties as i said the very nature of going into business someone  exactly your honor i mean you know it's just there are a number of issues that we were raised in a case where the sides were treated completely differently and i know there's all sorts of reasons for that and some some of which make sense and contain any allegation of a special confidential relationship the transcends the contract that is the test applied throughout d c in numerous cases that we cited and he simply failed to plead that instead he relies on statute the statute does not create a fiduciary relationship between all members of an l l c if it made such a radical step it should have stated that directly it doesn't does it mean when it says that the member of an l l c owes the other members the duties of loyalty and care in then sent sports what those duties are as far as what the duty of loyalty is and what to do any of care is yes that's true your honor and those duties are very precisely prescribed in the statute certain  respect in the conduct or winding up of the company's activities use of the use by a member of the company's property or for the appropriation of a limited you can call them either one but he says if you compare the statute to the pleading on page one hundred and seventy dollars of the appendix which is where he pleads his fiduciary duty obligation or his usury duty claim within the restrictions it requested that that's a different question yes we can get on to that about whether he's pleaded enough for this but since neither statute is pretty clear that members of a member twenty one of the complaints duty of loyalty and care there is your allegation right there but then the specifics that they're talking about aren't the specifics that are covered by this statute  ringback in b one the duty of loyalty only applies to accounting to the company for property profit in the conduct or winding up of the company's activities use of the company's property appropriation of a limited liability company opportunity the allegations in count twenty one of the complaint go far beyond anything like that and if i don't care i'm sorry i don't believe they do because there was no winding up of the company's activities so so so paragraph three hundred and sixty eight dollars that says that defendants breached their duty to provide an accounting to plaintiff and to give him access to corporate records you're saying that that's not encompassed within the statute no because the question was whether the at the accounting has to be within one of those three subsets in the allegations in the complaint didn't fall within those three subsets so so be one that says that the duty of loyalty includes a duty to account to the company and to hold as trustee for it any property profit or benefit derived by the member that that that doesn't that's not an compassed here but that's further restricted subsets a b and c about the conduct or winding up of the company's activities the use by the member of the company's property and the appropriation of opportunity and those were not the allegations that were clearly the standard in the district of columbia still requires a a search into a contractual relationship being transcended and a special confidential relationship being created and the statute doesn't do anything to abrogate that substantial line of cases that are that are still holding that test the political today if they were meaning to eliminate that test from the law they should have done that specifically instead they specifically stated there are certain duties of loyalty and care but the pleadings here go far beyond what was what was contained in the statute  members of the l l c each had different areas of expertise and they came together to create a single and a single venture but they weren't creating a fiduciary relationship amongst themselves in creating that l l c you still have to have something that goes beyond the contract some sort of confidential relationship between the parties and that simply wasn't present here it wasn't pleasant and the district  violation of the statute and we did it for a general fiduciary duty you have to plead some sort of special relationship where one person is putting their trust in the other  members of an l l c are not fiduciaries to each other and there's nothing in the statute i believe that it's the past by district of columbia courts and this is also a part of the uniform fiduciary relationship is created so i think the district court was quite correct in stating that is pleadings fell far short of establishing a general fiduciary relationship which is what he was relying on in his