Blogs

Posts Categorized: Business Divorce

Posted: 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 the State of New York, Nassau County, issued a decision in Stanco and Toomey v. Rallye Motors Holding, LLC, Index No. 612155/2017, dismissing almost all of the counterclaims asserted by the defendant, a holding company for several automobile... Read more »

Posted: 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 Lazar v. Attena LLC, 2020 NY Slip Op. 33003(U), dismissing a petition to dissolve an LLC because the LLC was able to conduct business, explaining: Respondents argue that petitioners have failed to establish a prima facie case for... Read more »

Posted: 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 NY Slip Op. 04693, holding that defendants were prevented by the doctrine of tax estoppel from denying that the plaintiff owned the percentage of the company reflected in the tax returns the defendants prepared, explaining: A party to... Read more »

Posted: 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 You Cheng v. Yang, 2020 NY Slip Op. 50801(U), considering constructive dividends in calculating the parties’ share of a corporation’s assets, explaining: Having determined the ownership, the payments made to the parties must be accounted for. Defendants believed... Read more »

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 »