On August 7, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in Matter of Goyal v. Vintage India NYC, LLC, 2018 NY Slip Op. 31926(U), holding that a petitioner had standing to bring a proceeding to dissolve an LLC, explaining: On a motion to dismiss a plaintiffs claim pursuant to... Read more »
Blogs
Posts Categorized: Business Divorce
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 Balkind v. Nickel, 2018 NY Slip Op. 31703(U), holding that a 49 percent shareholder in a New York corporation was not entitled to seek dissolution under BCL 1104, explaining: Business Corporation Law provides that the holders of shares... Read more »
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 Matter of Kassab v. Kasab, 2018 NY Slip Op. 50934(U), refusing to dissolve an LLC despite the many disputes between the members, explaining: A court may order the dissolution of a limited liability company whenever it is not reasonably... Read more »
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. Lee, 2018 NY Slip Op. 03560, holding that the trial court erred in considering extrinsic evidence in interpreting an unambiguous agreement, explaining: [W]e disagree with the Supreme Court to the extent that it determined that the parties’ written agreement... Read more »
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. 02119, holding that a minority discount was properly applied when valuing a minority holder’s share of an ongoing partnership, explaining: The final question we must resolve is whether a minority discount may be applied in the... Read more »
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 in Stavroulakis v. Pelakanos, 2018 NY Slip Op. 50180(U), holding that a shareholder’s failure to help run a company was not a valid basis for reducing his shareholding, explaining: To the extent defendants invoke the concept of “fairness” by... Read more »
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 Matter of Ades v. A&E Stores, Inc., 2018 NY Slip Op. 30128(U), denying summary dissolution of a New York corporation, explaining: A shareholder owning at least one-half of the votes of the outstanding shares of a corporation entitled... Read more »
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 in Advanced 23, LLC v. Chambers House Partners, LLC, 2017 NY Slip Op. 32663(U), refusing to dismiss an action for dissolution of an LLC, explaining: A court may order the dissolution of a limited liability company whenever it is... Read more »
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 in Magid v. Magid, 2017 NY Slip Op. 32603(U), holding that questions of fact precluded summary judgment in a dissolution action, explaining: On their first cause of action, plaintiffs seek an Order dissolving 110 East, and giving plaintiffs the... Read more »
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. 08506, holding that a derivative action plaintiff loses standing–and the action must be dismissed–if it sells it ownership stake in the company on behalf of which the plaintiff is suing, explaining: Members of a limited liability company... Read more »