Posts Categorized: Business Divorce

Posted: 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. 01463, holding that New York courts have jurisdiction to decide derivative actions regarding entities whose operating agreements are governed by Delaware law, explaining: Contrary to defendants’ contention, New York courts have subject matter jurisdiction over the... Read more »

Posted: 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 Weinstein v RAS Prop. Mgt. LLC, 2020 NY Slip Op. 20028, holding that a deceased partner’s estate did not have standing to seek the partnership’s dissolution, explaining: In support of their position, the respondents rely on Salter v... Read more »

Posted: 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 & Barnes, P.C., 2019 NY Slip Op. 06365, holding that the fact that a deadlocked corporation continued to operate at a profit was not grounds for refusing to dissolve the corporation, explaining: [W]e reject respondents’ contention that the court... Read more »

Posted: 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 Tufenkian v. Tirakian, 2019 NY Slip Op. 31052(U), appointing a receiver to perform a long-delayed winding-up, explaining: CPLR 6401(a) also authorizes the appointment of a temporary receiver as a provisional remedy when property that is the subject of litigation... Read more »

Posted: 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 Matter of Papakonstadinou (Gozzer Corp.), 2019 NY Slip Op. 50164(U), appointing a temporary receiver over a deadlocked corporation, explaining: The Court finds that petitioner has demonstrated that the appointment of a temporary receiver is warranted to protect and preserve the... Read more »

Posted: 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. 00677, dismissing a cause of action seeking to inspect a limited liability company’s books and records for failure to identify a business purpose for the inspection, explaining: The first two causes of action seek to compel access to... Read more »

Posted: 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 of Straka v. Arcara Zucarelli Lenda & Assoc. CPAs P.C., 2019 NY Slip Op. 29017, holding that disrespectful and disproportionate treatment of a female shareholder was oppression sufficient to justify a corporation’s dissolution, explaining: A minority shareholder may petition... Read more »

Posted: 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 in Matter of Quazzo v. 9 Charlton St. Corp., 2019 NY Slip Op. 30098(U), holding that a shareholder had failed to meet the standard for corporate dissolution on summary judgment, explaining: Business Corporation Law § 1104-a (a) provides in pertinent... Read more »

Posted: 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, 2018 NY Slip Op. 08476, affirming an order dissolving a corporation whose shareholders were deadlocked, explaining: We agree with the Supreme Court’s determination granting the petition for judicial dissolution. The evidence before the court demonstrated that the dissension between the... Read more »