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Posts Categorized: Business Divorce

Posted: August 26, 2017

Questions of Fact on Whether LLC Could Fulfill its Purpose Barred Dissolution Claim’s Dismissal

On August 16, 2017, the Second Department issued a decision in Mace v. Tunick, 2017 NY Slip Op. 06170, holding that questions of fact precluded the dismissal of a claim for the dissolution of an LLC, explaining: In order to demonstrate entitlement to dissolution of a limited liability company, the member seeking such relief must… Read more »

Posted: April 20, 2017

Plaintiff Lacked Standing to Bring Derivative Claims on Behalf of LLC

On April 12, 2017, Justice Oing of the New York County Commercial Division issued a decision in Pokoik v. Norsel Realties, 2017 NY Slip Op. 50459(U), dismissing claims as derivative claims on behalf of an LLC that the plaintiffs lacked standing to bring. First, Justice Oing held that the plaintiffs’ claims were derivative, rather than… Read more »

Posted: February 26, 2017

Discord Between LLC Members so Severe That it Justified LLC’s Dissolution

On February 16, 2017, Justice Dufficy of the Queens County Commercial Division issued a decision in Matter of 47th Rd. LLC, 2017 NY Slip Op. 50196(U), holding that the discord between an LLC’s members was so severe that it justified the LLC’s dissolution, explaining: In determining applications for a judicial dissolution of a limited liability… Read more »

Posted: January 23, 2017

Court of Appeals Grants Leave to Appeal in Case Involving Valuation of Minority Partner’s Interest

On January 10, 2017, the Court of Appeals granted leave to appeal in Congel v. Malfitano, a case involving the valuation of a minority partner’s interest under Partnership Law § 69(2)(c)(II), which entitles a partner who has wrongfully caused the dissolution of a partnership to be paid the “value” of his interest in the partnership… Read more »

Posted: December 3, 2016

Disagreement Over LLC Management Insufficient Grounds for Dissolution

On November 18, 2016, Justice Ash of the Kings County Commercial Division issued a decision in Matter of Norvell v. Guchi’s Idea LLC, 2016 NY Slip Op. 32307(U), holding that a dispute over LLC management was not sufficient grounds for dissolution, explaining: Limited Liability Company Law S 702 provides for judicial dissolution as follows: On… Read more »

Posted: December 2, 2016

Amended Operating Agreement Not Documentary Evidence Proving Plaintiff Was Not an LLC Member

On November 22, 2016, Justice Knipel of the Kings County Commercial Division issued a decision in Cupcake & Boomboom, LLC v. Aslani, 2016 NY Slip Op. 32310(U), holding that an amended LLC operating agreement that did not list the plaintiff as a member was not satisfactory documentary evidence that the plaintiff was not a member,… Read more »

Posted: July 31, 2016

Shareholder Agreement’s Buy-Out Terms Not Applicable in Dissolution Proceeding

On July 21, 2016, Justice Knipel of the Kings County Supreme Court issued a decision in Matter of Piazza v. Gioia, 2016 NY Slip Op. 31430(U), holding that a shareholder buyout provision did not apply in a dissolution proceeding, explaining: Gioia and KCWC argue that the commencement of this proceeding triggered Piazza’s obligation to sell… Read more »