April 2013

Manhattan Supreme Court Justice Saliann Scarpulla’s recent ruling in Poole v. West 111th Street Rehab Associates illustrates some of the difficult interpretive and factual issues that often accompany internal partnership disputes governed by the “old” Limited Partnership Act adopted by New York in 1922. This week’s New York Business Divorce explains.
Continue Reading Death of a General Partner, or How Not to Plan for Succession in a Limited Partnership

The lawyer who appeared for the corporation in Matter of Boucher, decided last week by a Brooklyn appellate panel, learned the hard way that courts will not allow one 50% shareholder to use corporate funds to resist dissolution sought by the other 50% shareholder. It’s in this week’s New York Business Divorce.
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Continue Reading The Accidental Pro Bono Business Divorce Lawyer

This week’s New York Business Divorce, highlighting a recent appellate ruling in Born to Build, LLC v. 1141 Realty, LLC, tells an unusual tale about an ultimately unsuccessful effort to dissolve a limited liability company by someone who claimed to have acquired through judgment enforcement proceedings a debtor’s undocumented membership interest in the LLC. …
Continue Reading For Sale: Undocumented LLC Membership Interest. Cheap.

Section 62 of the New York Partnership Law recognizes a partner’s right unilaterally to dissolve a partnership unless the partnership agreement has a “definite term” or a “particular undertaking is specified.” Last month, in Gelman v. Buehler, the New York Court of Appeals construed these terms for the first time in the almost 100 years since they’ve been on the books. Read all about it in this week’s New York Business Divorce.
Continue Reading New York’s High Court Rules on Unilateral Dissolution of Partnerships

A decision last week by the Appellate Division, Second Department, in Mizrahi v. Cohen ordered a buy-out of a 50% LLC member by the other 50% member as an equitable remedy in lieu of a winding-up and liquidation of the LLC’s assets. Read about this important decision in this week’s New York Business Divorce.
Continue Reading Appellate Court Orders Equitable Buy-Out in LLC Dissolution Case