This week’s post considers a recent decision from New York County Commercial Division Justice Borrok, who offers well-reasoned guidance on the separateness between claims to specifically enforce a buy-sell agreement, on the one hand, and damages claims, on the other.
Continue Reading Never the Twain Shall Meet: Damages Claims Do Not Offset the Purchase Price in Buy-Sell Agreements
It’s that time of year again! This 12th annual edition of Summer Shorts presents brief commentary on five recent decisions of interest in business divorce cases in the New York courts.
Continue Reading Summer Shorts: LLC Dissolution and Other Recent Decisions of Interest
Two owner groups. Seven realty-holding joint ventures. Four different versions of disputed capital call provisions. Manhattan Commercial Division Justice Andrea Masley tackles that and much more in her 132-page opinion in Ashkenazy v. Gindi, featured in this week’s New York Business Divorce.
Continue Reading A Lesson In Drafting Capital Call Provisions
Hard to believe in the year 2021 we’re seeing litigation over the validity of capital calls because notice was given by email rather than snail mail, but that’s what happened in a case recently decided by the Appellate Division, Fourth Department and reported in this week’s New York Business Divorce.
Continue Reading Court Cancels Capital Call For Want of a Postage Stamp
It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”
Continue Reading Judicial Dissolution and the Weaponized LLC
Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again
Brooklyn’s newest Commercial Division Justice, Sylvia G. Ash, last month handed down an interesting decision denying a petition for judicial dissolution of an LLC brought by a 25% member alleging freeze-out. Catch up with the latest developments in this week’s New York Business Divorce.
Continue Reading Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
Pizza’s on the menu in this week’s New York Business Divorce, or at least a dispute between co-members of an LLC that owns a popular Manhattan pizzeria. Just don’t look for any extra cheese on Justice Sherwood’s recent decision in Manzella v. Caporuscio, authorizing the majority member to terminate the minority member’s employment.
Continue Reading Pizza Chef with Bigger Piece of LLC Pie Allowed to Terminate Minority Member’s Employment
You may be surprised to learn that, according to a ruling last month in Shapiro v Ettenson, a minority member of a New York LLC that initially had no written operating agreement is bound by a written operating agreement subsequently adopted by the majority members, notwithstanding the minority member’s refusal to sign the agreement. Get the detailed story in this week’s New York Business Divorce.
Continue Reading Can LLC Agreement Be Enforced Against Member Who Doesn’t Sign It?