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

On December 12, 2023, Justice Barry R. Ostrager of the New York County Commercial Division issued a decision in South Beach Tristar 800 LLC v. Lincoln Arts ERFR LLC, Index No. 654461/2023, holding that a plaintiff foreign limited liability company doing, but not licensed to do, business in New York lacked legal capacity to sue, but nonetheless denying defendant's motion to dismiss on the condition that plaintiff promptly register to do business in New York, explaining: Read More

In an Opinion, dated September 21, 2023, in Southern Advanced Materials, LLC v. Robert S. Abrams, et al., No. 2022-04949 (1st Dep’t), the First Department found that a corporate transaction involving the sale by a limited liability company of a company it owned, structured as a sale of 100 percent of the LLC’s membership interests in the target company, did not constitute a “dissolution” under the LLC’s operating agreement and Delaware law. The dispute arose when a former stakeholder in the LLC and company sought to recover a preferred return that it was entitled to upon “dissolution” of the LLC. Under the terms of the LLC’s operating agreement, a dissolution would occur upon “the disposition by the [LLC] of substantially all of its assets.” The shareholder therefore argued that the sale met this definition because the acquisition resulted in the disposition of the LLC’s assets (i.e., the target company). Read More