Commercial Division Blog: Current Developments in the Commercial Divisions of the New York State Courts

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March 4, 2022 Plaintiff Not Estopped from Disputing Defendant's Ownership Interest Based on K-1 Written by: Jeffrey M. Eilender, Samuel L. Butt, Christopher R. Dyess, Joshua Wurtzel, Hillary S. Zilz
In a Decision dated February 3, 2022, in Trademan Program Mgrs., LLC v. Doyle, Index No. 655520/18 and First Department Case Nos. 2020-04608, 2021-00319, and 2021-00320, 2022 N.Y. Slip. Op. 00747, the First Department affirmed an order of Justice Masley granting plaintiff’s motion for summary judgment declaring that defendant JCB Associates was not a member of plaintiff and thus not entitled to claim an interest in the entity. JCB argued that plaintiff was estopped from taking that position based on a Schedule K-1 distributed to members for the 2017 tax year showing JCB to have an 18.75% interest. Read More
November 10, 2021 Second Department Affirms Interlocutory Judgment Declaring Plaintiff, As Representative Of Estate, 50% Owner of Defendant
On October 6, 2021, the Second Department issued a decision in Matter of Coven v. Neptune Equities, Inc., 2021 NY Slip Op 05334, Second Department Case No. 2018-14172, affirming an order of Justice Timothy Driscoll, adjudging that Walter Coven was the owner of 50% of the shares of defendant at the time of his death and that the petitioner, as representative of Coven’s estate, had standing to maintain the action to dissolve. Read more>> Read More
October 4, 2021 Court Enjoins Dilution of Membership Interest Despite Past Practice
On August 25, 2021, in Lengyel-Fushimi v. Bellis, et al., Kings Supt. Ct. Index No. 512764/2021… Read More
April 24, 2021 Decisions on How to Liquidate Made by LLC's Managing Member Reviewed Under Deferential Business Judgment Rule
On April 6, 2021, the First Department issued a decision in Matter of FGLS Equity LLC, 2021 NY Slip … Read More
December 26, 2020 Restrictions on Stock Transfer in Corporate By-Laws Did Not Bar Transfer By Will
On December 11, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in… Read More
October 19, 2020 Company's Counterclaims Against Minority Members and Former Executives Dismissed
On October 13, 2020, Justice Vito M. DeStefano of the Commercial Division of the Supreme Court of th… Read More
September 27, 2020 Court Dismisses Petition to Dissolve LLC Because LLC Was Able to Conduct Business
On September 9, 2020, Justice Masley of the New York County Commercial Division issued a decision in… Read More
August 22, 2020 Defense Barred by Tax Estoppel
On August 20, 2020, the Fourth Department issued a decision in Rizzo v. National Vacuum Corp., 2020 … Read More
August 13, 2020 Partnership Agreement Cannot Be Modified by Conduct
On August 6, 2020, the First Department issued a decision in A&F Hamilton Hgts. Cluster, Inc. v.… Read More
July 27, 2020 Allegations Insufficient to Show Existence of a Joint Venture
On July 22, 2020, the Second Department issued a decision in MacKay v. Paesano, 2020 NY Slip Op. 041… Read More
July 17, 2020 Court Considers Constructive Dividends in Calculating Parties' Entitlement to Share of Company's Assets
On July 9, 2020, Justice Livote of the Queens County Commercial Division issued a decision in Chun Y… Read More
June 9, 2020 Court Refuses to Dissolve LLC; High Burden for Dissolution Not Met
On May 1, 2020, Justice Schecter of the New York County Commercial Division issued a decision in War… Read More
March 5, 2020 New York Court Had Jurisdiction to Decide Derivative Claims Despite Operating Agreement's Delaware Choice of Law Clause
On March 3, 2020, the First Department issued a decision in Favourite Ltd. v. Cico, 2020 NY Slip Op.… Read More
February 16, 2020 Deceased Partner's Estate Does Not Have Standing to Seek Limited Partnership's Dissolution
On February 5, 2020, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
September 1, 2019 That Deadlocked Corporation Continued to Operate at a Profit Not Grounds for Refusing to Dissolve Corporation
On August 22, 2019, the Fourth Department issued a decision in Matter of Cellino v Cellino & Bar… Read More
May 16, 2019 Court Appoints Receiver to Perform Long-Delayed Winding Up
On April 19, 2019, Justice Borrok of the New York County Commercial Division issued a decision in T… Read More
February 25, 2019 Court Appoints Temporary Receiver Over Deadlocked Corporation
On January 31, 2019, Justice Platkin of the Albany County Commercial Division issued a decision in M… Read More
February 8, 2019 Causes of Action for Books and Records Inspection Dismissed for Lack of Business Purpose
On January 31, 2019, the First Department issued a decision in Austin v. Gould, 2019 NY Slip Op. 00… Read More
January 25, 2019 Disrespectful and Disproportionate Treatment of Female Shareholder Oppression Justifying Dissolution Under BCL
On January 9, 2019, Justice Nowak of the Erie County Commercial Division issued a decision in Matter… Read More
January 22, 2019 Shareholder Fails to Meet Standard for Corporate Dissolution
On January 10, 2019, Justice Friedman of the New York County Commercial Division issued a decision i… Read More
December 23, 2018 Court Affirms Order Dissolving Corporation Whose Shareholders Were Deadlocked
On December 12, 2018, the Second Department issued a decision in Matter of ANO, Inc. v. Goldberg, … Read More
November 10, 2018 Minority Shareholders Must Give Other Shareholders an Opportunity to Buy Their Shares
On October 24, 2018, Justice Emerson of the Suffolk County Commercial Division issued a decision in … Read More
October 2, 2018 Partnership Not Terminable at Will if Partnership Agreement Provides Otherwise
On September 25, 2018, the First Department issued a decision in Wiener v. Weissman, 2018 NY Slip Op… Read More
September 9, 2018 Court Refuses to Dismiss Common Law Dissolution Action Even Though Shareholder Lacked Standing to Bring Statutory Dissolution Action
On August 15, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision i… Read More
September 7, 2018 Court Dismisses Action to Dissolve LLC in Light of High Burden for LLC Dissolution Actions
On August 15, 2018, Justice Scarpulla issued a decision in Yu v. Guard Hill Estates, LLC, 2018 NY Sl… Read More
September 1, 2018 Common Law Dissolution Denied; No Evidence of Misconduct or Oppression
On August 22, 2018, the Fourth Department issued a decision in Feldmeier v. Feldmeier Equip., Inc., … Read More
August 18, 2018 Plaintiff Had Standing to Bring Proceeding to Dissolve LLC
On August 7, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in … Read More
July 30, 2018 Dissolution Under BCL 1104 Unavailable to Owner of 49 Percent of Voting Stock
On July 16, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
June 24, 2018 Court Refuses to Dissolve LLC, Holding That Members' Disputes Were Insufficient to Justify Dissolution
On June 11, 2018, Justice Dufficy of the Queens County Commercial Division issued a decision in Matt… Read More
May 22, 2018 Court Erred in Considering Extrinsic Evidence in Interpreting an Unambiguous Agreement
On May 16, 2018, the Second Department issued a decision in World Ambulette Transportation, Inc. v. … Read More
March 28, 2018 Minority Discount Properly Applied When Valuing Minority Holder's Share of Ongoing Partnership
On March 27, 2018, the Court of Appeals issued a decision in Congel v Malfitano, 2018 NY Slip Op. 02… Read More
February 22, 2018 Shareholder's Failure to Help Run Company No Basis for Reducing His Shareholding
On February 13, 2018, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
February 3, 2018 Questions of Fact Regarding Dissension, Deadlock and Financial Viability Preclude Corporation's Summary Dissolution
On January 22, 2018, Justice Scarpulla of the New York County Supreme Court issued a decision in Mat… Read More
January 4, 2018 Court Refuses to Dismiss Action for Dissolution of an LLC
On December 15, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
December 25, 2017 Questions of Fact Preclude Dissolution of Partnership on Summary Judgment
On December 12, 2017, Justice Bransten of the New York County Commercial Division issued a decision … Read More
December 11, 2017 Derivative Action Plaintiff Loses Standing--And Action Must Be Dismissed--If It Sells Its Ownership Interest
On December 6, 2017, the Second Department issued a decision in Jacobs v. Cartalemi, 2017 NY Slip Op… Read More
December 5, 2017 Plaintiff Without Standing to Bring Derivative Action Not Entitled to Fee Award Under BCL Sec. 626
On November 29, 2017, the Second Department issued a decision in Sakow v. Waldman, 2017 NY Slip Op. … Read More
September 24, 2017 Economic Interest Holders Did Not Have Standing to Dissolve Partnership
On August 7, 2017, Justice Livote of the Queens County Commercial Division issued a decision in BV I… Read More
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. 0617… Read More
August 19, 2017 Limited Liability Company Cannot Appoint Non-Member to Evaluate Derivative Claims
On August 15, 2017, the First Department issued a decision in LNYC Loft, LLC v. Hudson Opportunity F… Read More
August 17, 2017 Court Should Not Have Removed Member from LLC Management Without Hearing
On August 15, 2017, the First Department issued a decision in Crabapple Corp. v. Elberg, 2017 NY Sli… Read More
August 14, 2017 Court Orders Dissolution of Family-Owned Corporation
On August 3, 2017, following a 6-day bench trial, Justice Dufficy of the Queens County Commercial Di… Read More
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 Poko… Read More
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 … Read More
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 inv… Read More
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 Matte… Read More
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 Cu… Read More
November 8, 2016 No Cause of Action for Accounting Where Demand for Accounting Not Made and Refused
On November 1, 2016, the First Department issued a decision in NWM Capital, LLC v. Scharfman, 2016 N… Read More
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 Pi… Read More
May 8, 2016 Court Holds on Summary Judgment that Partnership Did Not Exist
On April 22, 2016, Justice Rosenbaum of the Monroe County Commercial Division issued a decision in H… Read More
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 & O… Read More
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… Read More
December 27, 2015 Corporation Dissolved Based On Deadlock, Dissension and Division
On December 18, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in … Read More
December 10, 2015 Areas of Dissension Insufficient Basis for Ordering Law Firm's Dissolution
On December 3, 2015, the First Department issued a decision in Matter of Klein v. Klein Law Group, P… Read More
October 27, 2015 Partnership Formed for a Particular Undertaking Not Dissolvable at Will
On October 16, 2015, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
October 26, 2015 Attorney Who Formed Corporation Can Represent Shareholder in Dissolution Action
On October 20, 2015, Justice Pines of the Suffolk County Commercial Division issued a decision in Al… Read More
February 26, 2015 Absent Agreement on Treatment, Member's Payments to LLC are Loans, Not Capital Contributions
On February 18, 2015, the Second Department issued a decision in Chiu v. Chiu, 2015 NY Slip Op. 0142… Read More
February 2, 2015 Shareholders’ Management of Close Corporation Not Enjoined Because it Elected to Purchase Other Shareholder's Shares
On January 14, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in O… Read More
January 26, 2015 Court Denies Motion to Amend Petition for Judicial Dissolution of Corporation to Add Allegations to Post-Commencement Wrongdoing
On January 16, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in M… Read More
December 25, 2014 Court Provides Detailed Reasoning Behind Refusal to Allow a Discount for Lack of Marketability
On December 22, 2014, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
November 26, 2014 Court Not Required to Apply Entire Fairness Standard to Going Private Transaction
On November 20, 2014, the First Department issued a decision in Matter of Kenneth Cole Products, Inc… Read More
November 11, 2014 LLC Law § 407(a) Permits Freeze-Out Mergers to be Approved on Written Consent
On October 30, 2014, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
November 7, 2014 Court Applies Rules of Common Law Dissolution to Shareholder Dispute
On October 28, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in C… Read More
October 15, 2014 Action for Corporate Waste Cannot be Brought Against the Former Sole Owner of a Company
On October 14, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in K… Read More
October 9, 2014 When Valuing a Minority Interest, Discount for Lack of Marketability Need not be Applied if no Real Likelihood the Company will be Sold in the Future
On October 6, 2014, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 26, 2014 Court Grants Summary Judgment Even Though Defendants Sought More Discovery
On August 15, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in Fl… Read More
August 17, 2014 No Need for a Corporate Officer to Make Demand on Board Before Bringing BCL 706, 716 or 720 Actions
On August 6, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Kot… Read More
July 24, 2014 BCL § 1112 is Controlling for Determining Venue In an Action Seeking Judicial Dissolution
On July 21, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Sici… Read More
July 16, 2014 Court Lacks Power to Remove LLC Member
On July 9, 2014, Justice Schweitzer of the New York County Commercial Division issued a decision in … Read More
July 1, 2014 Pending Hourly Fee Matters are Not Partnership Property
On July 1, 2014, the Court of Appeals issued a decision in In re: Thelen LLP and In re: Coudert Brot… Read More
April 30, 2014 LLC Judicially Dissolved Because it Could Not Pursue its Stated Purpose
On April 18, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Mat… Read More
March 27, 2014 LLC Member Not Permitted to Withdraw From LLC
On March 12, 2014, Justice Kitzes of the Queens County Commercial Division issued a decision in In t… Read More
March 23, 2014 Denying Petitioner is Shareholder Can Constitute Oppressive Conduct Justifying Corporate Dissolution
On March 11, 2014, Justice Friedman of the New York County Commercial Division issued a decision in … Read More
January 23, 2014 Director Breaches Fiducary Duty in Selling Corporate Shares to Himself
On December 24, 2013, Justice Whelan of the Suffolk County Commercial Division issued a decision in … Read More
January 4, 2014 Appropriate Vehicle to Address Grievances In Two-Shareholder Corporations is Derivative Action
On December 20, 2013, Justice Demarest of the Kings County Commercial Division issued a decision in … Read More
December 31, 2013 Default Judgment Against Corporation in Favor of its Sole Employee Vacated
On December 4, 2013, Justice Schweitzer of the New York County Commercial Division issued a decision… Read More
November 15, 2013 Shareholder Expulsion Provision Applied
On October 29, 2013, Justice Kornreich of the New York County Commercial Division issued a decision … Read More