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Posts Categorized: Business Divorce

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 »

Posted: April 12, 2016

LLP Law Bars Claim Against Dewey LeBoeuf Partners

On April 1, 2016, Justice Scarpulla of the New York County Commercial Division issued a Decision & Order in 130 Properties Owner, LP, v. Abelson, 2016 NY Slip Op 50446(U) granting a motion to dismiss. The plaintiff in the action was Dewey & LeBoeuf LLP’s landlord. When Dewey LeBoeuf declared bankruptcy, plaintiff was not paid… Read more »

Posted: March 30, 2016

LLC Member Costs in Defending Dissolution Proceeding Not Payable With LLC Funds

On March 23, 2016, the Second Department issued three decisions in Matter of Kassab v Kasab: 2016 NY Slip Op. 02089, 02090 and 02091, discussing LLC dissolution, including whether an LLC member can use LLC funds to defend a dissolution action. In 2016 NY Slip Op. 02089 and 02090, the Second Department affirmed the dismissal… Read more »

Posted: March 21, 2016

Client Q&A: My friends and I jointly own a corporation and an LLC, but disagree about everything lately. How can I get out of the business?

My friends and I jointly own a corporation and an LLC, but disagree about everything lately. How can I get out of the business? By Vitali S. Rosenfeld Separating from one’s business partners in a closely held entity—commonly known as business divorce—is a distinct area of modern commercial law generating a lot of litigation. Like… Read more »