August 2015

shortsTraditions are good. This blog has two annual traditions. First, at the end of each year I write a post listing the year’s top ten business divorce decisions. Second, each August I offer readers who are (or ought to be) on summer vacation some light reading in the form of three, relatively short case summaries.

So here we are in what’s been a particularly felicitous August weather-wise (at least here in the Northeast U.S.), with another edition of Summer Shorts. This edition’s summaries feature two out-of-state cases — one from Florida involving expulsion of an LLC member and one from Delaware involving the valuation upon redemption of an LLC member’s interest — and a New York appellate court decision involving the removal of a limited partnership’s general partner.

The Anti-Chiu: Florida Court Upholds LLC Member’s Expulsion

Froonjian v Ultimate Combatant, LLC, No. 4D14-662 [Fla. Dist. Ct. App. May 27, 2015].  The Florida intermediate appellate court’s ruling in Froonjian makes for a fascinating contrast with New York case law represented most prominently by the Second Department’s 2010 decision in Chiu v Chiu holding that, absent express authorization in the LLC’s operating agreement, a member’s involuntary expulsion is not permitted. Going 180° in the other direction, the Froonjian court upheld the majority members’ expulsion of a minority member from a Florida LLC that had no operating agreement, reasoning that the Florida default statute vesting all decision-making authority in the members acting by majority vote encompasses the authority to expel a member.
Continue Reading Summer Shorts: Member Expulsion and Other Recent Decisions of Interest

A recent decision by Manhattan Commercial Division Justice Jeffrey Oing dismissed for lack of subject matter jurisdiction a petition to dissolve a Delaware LLC whose operating agreement included a venue provision waiving the members’ right to sue anywhere but New York. Get the full story in this week’s New York Business Divorce.
Continue Reading Delaware LLC Agreement Says Members Waive Right to Sue Outside New York, But New York Judge Says Otherwise in Dissolution Case

Hard to believe the two, 50/50 owners of a company with half a billion annual sales and $80 million profit can’t overcome their mutual antipathy, but that’s exactly what happened in Shawe v. Elting, a decision last week by the Delaware Chancery Court ordering the appointment of a custodian to sell the company. It’s in this week’s New York Business Divorce.
Continue Reading “Locked in Corporate Hell”: Bitter Feud Between Deadlocked 50/50 Owners Leads Court to Order Sale of Lucrative Company

In Goldstein v Pikus, decided last month by Justice Charles Ramos, the court dismissed a dissolution petition alleging deadlock, brought by one of two co-managing members of an LLC that owns a residential apartment building. Find out why in this week’s New York Business Divorce.
Continue Reading Deadlock Hits Dead End in LLC Dissolution Case