Posts Categorized: Business Divorce

Posted: 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. 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 »

Posted: 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. 08403, holding that a prevailing plaintiff that did not have standing to bring a derivative action was not entitled to a fee award under Business Corporations Law Sec. 626, explaining: Mawash moved for leave to renew its... Read more »

Posted: 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. 06170, holding that questions of fact precluded the dismissal of a claim for the dissolution of an LLC, explaining: In order to demonstrate entitlement to dissolution of a limited liability company, the member seeking such relief must... Read more »

Posted: 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 Fund I, LLC, 2017 NY Slip Op. 06147, holding that, absent express authorization in the operating agreement, a New York limited liability company cannot appoint a non-member to a special litigation committee to evaluate a demand by a... Read more »

Posted: 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 Pokoik v. Norsel Realties, 2017 NY Slip Op. 50459(U), dismissing claims as derivative claims on behalf of an LLC that the plaintiffs lacked standing to bring. First, Justice Oing held that the plaintiffs’ claims were derivative, rather than... Read more »

Posted: 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 Matter of 47th Rd. LLC, 2017 NY Slip Op. 50196(U), holding that the discord between an LLC’s members was so severe that it justified the LLC’s dissolution, explaining: In determining applications for a judicial dissolution of a limited liability... Read more »

Posted: 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 involving the valuation of a minority partner’s interest under Partnership Law § 69(2)(c)(II), which entitles a partner who has wrongfully caused the dissolution of a partnership to be paid the “value” of his interest in the partnership... Read more »