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.
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Capital Call
Can LLC Agreement Be Enforced Against Member Who Doesn’t Sign It?
By Peter A. Mahler on
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.
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Court Dismisses Fiduciary Breach, Contribution Claims Against Non-Managing LLC Member
By Peter A. Mahler on
In a two-member, 50/50 LLC, can Member #1 as sole managing member assert a fiduciary breach claim against non-managing Member #2? Justice Vito DeStefano recently tackled the question in Kalikow v. Shalik, highlighted in this week’s New York Business Divorce. …
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Novel Ruling in Lawsuit Over Capital Call Prods Parties to Equitable Buy-Out
By Peter A. Mahler on
In Digirolomo v. Sugar LI, LLC, decided last month by Justice Stephen Bucaria, the court devised a novel solution in a lawsuit between LLC members, designed to bring about an equitable buy-out, by conditioning injunctive relief on the plaintiffs filing an amended complaint seeking dissolution. Don’t miss it in this week’s New York Business Divorce. …
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Bad LLC Agreement Makes Bad Law in Dispute Over Capital Call
By Peter A. Mahler on
Posted in Capital Call
Provisions in LLC operating agreements, penalizing members for failing to make capital contributions, have generated a number of court decisions in recent years, but none as interesting and perhaps controversial as last week’s ruling by the Appellate Division, First Department, in Antonini v. Petito. You won’t want to miss it in this week’s New York Business Divorce.
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The Importance of Defining Capital Contributions in the LLC Agreement
By Peter A. Mahler on
Posted in Capital Call
Litigation over capital contributions by LLC members once again takes center stage in this week’s New York Business Divorce. The featured decision by Justice Emily Pines in Duff v. Curto highlights the risks taken when business partners fail to define capital obligations in the operating agreement.
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Court Orders Dissolution of Unprofitable Real Estate LLC
By Peter A. Mahler on
Those interested in the evolving law of LLC dissolution won’t want to miss this week’s New York Business Divorce featuring a case called Mizrahi v. Cohen decided last week by Justice Carolyn Demarest in which she ordered dissolution of a financially failing real estate holding company.
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Not a Capital Idea: Making Unauthorized LLC Capital Calls
By Peter A. Mahler on
In Georgi v. Polanski, decided last month by Kings County Commercial Division Justice David Schmidt, the court addresses the right of a controlling LLC member to expel the non-controlling member upon his failure to comply with a capital call. It’s in this week’s New York Business Divorce.
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Court Enjoins “Squeeze-Out” Capital Call by Controlling Members of LLC
By Peter A. Mahler on
The baseball season is upon us but there’s no joy in Mudville or, at least, at the Cooperstown All Stars Village baseball camp where the co-owners of a limited liability company are playing hardball litigation. The Third Department umpire recently called a preliminary injunction in favor of the non-controlling team after the controlling member pitched a high-and-inside capital call. Read about it in this week’s New York Business Divorce.
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LLC Dissolution Case Illustrates Peril to Minority Member of Compulsory Capital Contribution Provision in Operating Agreement
By Peter A. Mahler on
Posted in Capital Call, LLCs
It’s a familiar story line to readers of this blog: LLC minority member sues for dissolution. Majority members adopt resolution requiring all members to contribute cash to pay legal expenses in the defense of the litigation. Plaintiff cries foul. See how it played out in a recent decision by the Appellate Division, Second Department, in this week’s New York Business Divorce.
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Continue Reading LLC Dissolution Case Illustrates Peril to Minority Member of Compulsory Capital Contribution Provision in Operating Agreement