Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules. Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability Company Act, the principles of law and equity supplement the CARULLCA. This provision constricts the RULLCA's usurpation of the Common Law by providing that the lex scripta does not displace the lex non scripta unless a particular provision of the lex scripta applies. Subdivision (c) in contrast expands the RULLCA's usurpation of the Common Law by providing that "rules that statutes in derogation of the common law are to be strictly construed shall have no application to this title [CARULLCA]". Subdivision (b) suggests that judges should interpret RULLCA's statutory provisions narrowly while Subdivision (c) implies that they are free to interpret those statutes broadly even should those statutes conflict with the Common Law.
Subdivision (b) was copied from Section 111 of the Uniform Limited Liability Company Act. Conspicuously absent from the ULLCA is a provision analogous to Subdivision (c). In fact, Subdivision (c) has no analogue in any other entity provision of the California Corporations Code.
So what, if anything, did the legislature intend by including both Subdivisions in the CARULLCA?
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