Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an LLC, partnership, and close corporation that walk into a blog, offering the following, short treatments of three recent decisions of interest by New York courts:
- The first, involving an LLC, features a dispute arising from a somewhat unusual right of first refusal provision in an LLC operating agreement that authorizes an intra-member buyout of membership interests triggered by the receipt of an outside offer to purchase the LLC’s sole realty asset.
- The second, involving a partnership, addresses whether a partner of a dissolved law firm can seek an accounting of an alleged successor law firm formed without him by his former partners.
- The third, involving a close corporation, considers whether an alleged oral agreement to grow and manage a karaoke lounge without salary in exchange for a 25% equity interest if the venture became profitable, entitled the manager to 25% of the venture’s value following his ouster.
Court Enforces Right of First Refusal for Purchase of Membership Interests Triggered by Outside Offer for LLC’s Real Property
Last month, Brooklyn Commercial Division Justice Reginald A. Boddie issued a noteworthy Decision and Order in Orange Gowanus LLC v Ben-Yosef involving an action by an LLC member to enforce a right of first refusal to acquire its co-owners’ membership interests upon the LLC’s receipt of an outside offer to purchase the real property owned by the LLC’s wholly-owned subsidiary.
Continue Reading Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement