The qualifying phrase, “Notwithstanding anything to the contrary in this Agreement,” can be a highly useful and efficient means to clarify the hierarchy of otherwise potentially competing contract provisions. It can also trigger thorny litigation when two “notwithstanding” clauses arguably conflict with one another, as in the case featured in this week’s New York Business Divorce.
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I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution
On the menu in this week’s New York Business Divorce is a case about a restaurant menu, literally, and the disputed changes to it made by a 50% member of the operating LLC.
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New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC Agreement
This week’s New York Business Divorce features the highly anticipated ruling by the New York Court of Appeals, in a 4-3 decision in Behler v Tao, affirming dismissal of a complaint seeking to enforce an oral “exit opportunity agreement” involving a Delaware LLC.
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The Little Buy-Sell That Could
The irony of litigation over buy-sell agreements is that such agreements are specifically intended to avoid litigation when owners die or become disabled or otherwise seek to exit the firm. Take, for example, last week’s Appellate Division ruling, reversing the lower court’s decision dismissing a claim to enforce an operating agreement’s buy-sell provision. Better yet, read about it in this week’s New York Business Divorce.
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Top 10 Business Divorce Cases of 2024
This week’s New York Business Divorce proudly presents its 17th annual survey of the past year’s Top 10 business divorce cases featured on this blog.
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Diving Into the Shallow Waters of New York Law Permitting Elimination of LLC Managers’ Liability for Breach of Fiduciary Duty
New York’s LLC Law authorizes operating agreements to eliminate manager and member fiduciary duties, but does it really? Find out in this week’s New York Business Divorce.
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Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member’s Estate
In this week’s New York Business Divorce, read about last week’s important Appellate Division decision for the first time explicitly holding that LLC Law 608 gives member voting rights to the estate of a deceased member.
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Foreign Affairs of the Books and Records Kind
New York case law concerning shareholder rights to inspect books and records of foreign business entities is far from settled. This week’s New York Business Divorce features two recent decisions in books and records cases involving a Delaware corporation and a Nevada LLC, with mixed results.
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Recent Appellate Rulings Address Novel Issues in General Partnership Disputes
While the general partnership form of business association is long past its prime, we still see the occasional partnership dispute make its way to court. This week’s New York Business Divorce looks at recent appellate decisions from Pennsylvania and New Jersey resolving novel issues in two such disputes.
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Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest
This week’s New York Business Divorce proudly presents the 14th annual edition of Summer Shorts featuring brief commentary on three recent decisions of interest in business divorce cases in the New York courts.
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