Commercial Division Blog

Posted: October 11, 2017 / Categories Commercial, Fiduciary Duties

LLC Does Not Owe Fiduciary Duties to its Members

On September 28, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in Brunetti v. Sergeev, 2017 NY Slip Op. 32054(U), dismissing breach of fiduciary duty claims against LLCs, explaining:

The fiduciary duty claims asserted against Ginza 1, Ginza 2, and Ginza 3 are dismissed because an LLC does not owe fiduciary duties to its members. Rather, unless such duties are disclaimed in the LLC's operating agreement (which is not the case here because the operating agreements are not in the record), the LLC's managing member owes fiduciary duties to the other members.

(Internal citations omitted) (emphasis added).