On March 31, 2025, Justice Melissa A. Crane denied defendants’ motion to dismiss plaintiff’s breach of fiduciary claims in G.O.C. Invs. Co. Inc. v. Boaz Bagbag, Index No. 650785/2024. Plaintiff claimed, in essence, that defendants fraudulently induced G.O.C. to invest millions of dollars to create two jointly owned companies but defendants improperly took funds belonging to or owed to the companies. As to the plaintiff’s breach of fiduciary duty claims, the Court explained: Read More

On July 11, 2024, Justice Andrea Masley allowed a plaintiff to add derivative claims to his complaint despite the plaintiff’s failure to provide any written proof that he was a member of the LLC that had standing to sue on the LLC’s behalf. In Edward O’Brien, et al., v. Lawrence Kaplan, et al., Index No. 652840/2020, plaintiff Edward O’Brien sought to amend his complaint to add derivative claims on behalf of an LLC named CSG Partners for breach of fiduciary duty and fraudulent conveyance. The defendants opposed the amendment and submitted a written operating agreement showing that O’Brien was not identified as a member. O’Brien responded by pointing to e-mail conversations and allegations suggesting he was essentially promised the status of a member even though he could not provide a written operating agreement to substantiate it. The Court held that O’Brien’s allegations of an “oral LLC agreement” sufficed. It explained: Read More

On December 28, 2023, Justice Melissa A. Crane of the New York County Commercial Division issued a case in NW Media Holdings Corp. v. IBT Media Inc., 2022 N.Y. Misc. LEXIS 8386, holding that where a closely held company’s by-laws require approval by a majority of the board or shareholders to bring litigation, the president of that corporation does not have the authority to bring litigation in the name of the corporation absent such a vote, explaining: Read More

On May 11, 2022, in a decision after trial in Seibel v. Ramsay, 2022 NY Slip. Op. 31548(U), Justice Melissa Crane rejected Plaintiff’s claim that defendants had breached the unanimous consent provision of the parties LLC agreement concerning a restaurant in Los Angeles. Read More

In an Opinion, dated May 10, 2022, in Jones v. CareandWear II, Inc., 2022 N.Y. Slip. Op. 50383(U), Justice Robert R. Reed rejected defendant’s argument that plaintiff’s direct and derivative claims for breach of fiduciary duty should be dismissed for failure to adequately plead demand futility.  Read More

On February 3, 2022, in Newman v. Newman, 2022 NY Slip. Op. 00731, the First Department affirmed the Decision and Order of Justice Barry R. Ostrager, denying plaintiff’s motion to dismiss plaintiff’s individual causes of actions. Read More

On December 31, 2021, in Matter of Renren Inc. Derivative Litig. v. XXX, Index No. 653594/2018, 2021 NY Slip Op 51281[U], Justice Andrew S. Borrok issued an additional supplemental order explaining the Court’s denial of a motion to approve a settlement in a derivative lawsuit and granting leave to defendants to move to dismiss certain plaintiffs. Read More

On November 18, 2021, the First Department, in Miami Firefighters' Relief & Pension Fund v Icahn, 2021 NY Slip Op 06446, unanimously reversed the decision of Justice Barry R. Ostrager granting defendants’ motion to dismiss the causes of action for breach of fiduciary duty and breach of contract in a derivative action brought against Icahn and other defendants for using confidential information about Xerox’s planned acquisition of HP Inc. to buy HP shares. The lower court granted the motion based on the Icahn defendants’ affidavit which purported to show a loss resulting from the relevant stock trades. The First Department explained that a loss does not foreclose the possibility that the Icahn defendants used Xerox confidential information to their advantage: Read More

On December 9, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in … Read More

On December 23, 2020, Justice Borrok of the New York County Commercial Division issued a decision in… Read More

On August 27, 2020, the First Department issued a decision in Zachariou v. Manios, 2020 NY Slip Op. … Read More

On April 4, 2020, Justice Masley of the New York County Commercial Division issued a decision in D. … Read More

On June 4, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Rutig… Read More

On April 13, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in… Read More

On March 18, 2020, the Second Department issued a decision in Noor v. Mahmood, 2020 NY Slip Op. 0192… Read More

On February 5, 2020, Justice Borrok of the New York County Commercial Division issued a decision in … Read More

On November 13, 2019, the Second Department issued a decision in Guzman v. Kordonsky, 2019 NY Slip O… Read More

On September 23, 2019, Justice Scarpulla of the New York County Commercial Division issued a decisio… Read More

On September 27, 2019, Justice Schecter of the New York County Commercial Division issued a decision… Read More

On June 28, 2019, Justice Masley of the New York County Commercial Division issued a decision in Gam… Read More