This week in New York Business Divorce, read how a New York LLC can successfully evade an arbitration provision in its own operating agreement.
Continue Reading Is an LLC Bound by its Own Operating Agreement?
Contracts with “prevailing party” fee-shifting provisions offer the tantalizing, coveted prospect of the winner recovering attorneys’ fees from the loser in legal disputes over the contract’s breach. But when the parties bombard each other with legal claims, and neither recovers on much (or any) of them, the hard question of whether either side (or any side) “prevailed” can lead to years of litigation within litigation. Read more in this week’s New York Business Divorce.
Continue Reading “Prevailing Party” Attorneys’ Fee Provisions
In this week’s New York Business Divorce, read about a beleaguered plaintiff stuck between a rock and a hard place, with some claims arbitrable, but others not.
Continue Reading Binding Nonsignatories to Arbitration Agreements
In this week’s New York Business Divorce, read about the history and development of case law in New York over the past 25 years holding potentially void as against public policy provisions in partnership, shareholders, and operating agreements barring closely-held business owners from petitioning courts to dissolve the entity.
Continue Reading Anti-Dissolution Provisions and Public Policy
Shareholder, partnership, and LLC agreements often include mandatory arbitration clauses. Do those clauses require arbitration of judicial dissolution claims? Find out in this week’s New York Business Divorce.
Continue Reading The Skinny on Arbitrability of Judicial Dissolution Claims
Buy-out litigations don’t get much more interesting than the ongoing battle in the Yakuel v Gluck case making its second appearance on this blog. In this phase, the court decides whether an arbitrator could recalculate an appraisal award as damages for breach of the appraisal process where the parties’ agreement called for a “final and binding” valuation by the appraiser.
Continue Reading Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?
This week’s New York Business Divorce highlights a recent decision by Justice Joel M. Cohen in a fascinating, high stakes case involving an allegedly “rigged” appraisal pursuant to a repurchase option in an LLC agreement.
Continue Reading This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble
This week’s New York Business Divorce highlights a noteworthy case in which, following the death of a 50% shareholder, dysfunctional buy-sell agreements led to multi-front shareholder litigation in state and federal courts.
Continue Reading Buy-Sell Agreements Are Supposed to Deter Litigation, Not Foment It
Even a comedy club is not exempt from the grip of a acrimonious business divorce, as you’ll learn in this week’s New York Business Divorce.
Continue Reading No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club
Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion.
Continue Reading The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed