New York, NY asked in Business Law and Contracts for Ohio

Q: Can I get out of a partnership (sell my share) given this clause in the operating agreement?

Operating Agreement says "no Member may sell, assign, hypothecate, or in any manner transfer her interest...without the consent of 75% of the members..."

-I am a man, the agreement says her. I know this is very nitpicky, but is it possible to use this error in language to deem that clause as not applicable to me?

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1 Lawyer Answer
Joseph Jaap
Joseph Jaap
Answered
  • Cincinnati, OH
  • Licensed in Ohio

A: It is very unlikely that the use of "her" would be a successful argument. Many agreements have boilerplate that says the use of any pronoun is deemed to include all genders. Even if your agreement does not have that provision, a court is not likely to agree that "her" excludes you. But use the Find a Lawyer tab to consult an attorney to review the agreement and advise you.

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