The North Carolina Court of Appeals last week handed down a significant opinion affirming the nonjudicial dissolution of a family-owned Delaware limited partnership based on the appointment of a new general partner in contravention of the terms of the limited partnership agreement. Learn more in this week’s New York Business Divorce.
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Family-Owned Businesses
Disguised Agreements and Dissolution

This week’s New York Business Divorce highlights a pair of recent decisions in judicial dissolution cases in both of which one side claimed to be the 100% owner notwithstanding documents indicating otherwise.
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This Is Not Your Father’s Brady Bunch

Father against son, half-brother against half-brother, are the players in a recent courtroom drama that unfolded in Matter of Brady v. Brady, culminating with an appellate panel’s affirmance of a lower court’s order dissolving a family-owned close corporation that owns extensive farm land in upstate New York. Find out more in this week’s New York Business Divorce.
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Unsigned, Non-Final Operating Agreement Trumps Conflicting Testamentary Bequest of LLC Interest

In this week’s New York Business Divorce, we tackle two important legal issues for LLC owners. First, the circumstances in which an upon-death membership interest transfer provision in an unsigned, non-final operating agreement may be enforced. Second, whether a membership interest transfer provision in an operating agreement trumps a conflicting bequest in a last will and testament.
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Winter Case Notes: Dissolution of Not-For-Profit Corporation and Other Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four noteworthy decisions by courts in New York and Iowa.
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Court Enforces LLC Agreement’s “Naked” Expulsion Clause

The phrase “naked expulsion clause” is not a biblical reference to Adam and Eve’s eviction from the Garden of Eden. It’s about a provision in an LLC agreement at the center of a recent ruling by the Appellate Division, Second Department, in a 10-year litigation saga involving a fractured family-owned business. This week’s New York Business Divorce has the story. …
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Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest
It’s time for another cross-country trip in this week’s New York Business Divorce which summarizes a quintet of recent appellate decisions in business divorce cases by courts outside New York. …
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A Business Divorce Rarity: The Jury Trial

In this week’s New York Business Divorce, we consider an unusually nuanced opinion from Commercial Division Justice Marcy S. Friedman about the rules of law (and many exceptions to them) governing the rights of litigants to jury trials in business divorce cases.
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Disputes Over Member Status Continue to Roil the LLC Waters

What is it about LLCs that spawn so many lawsuits over member status and percentage interests? This week’s New York Business Divorce may not have the answer, but it does highlight a trio of recent court decisions involving disputed ownership claims. …
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A Trio of Recent Business Divorce Decisions by Manhattan Commercial Division Judges

The months-long shutdown of New York courts due to the COVID-19 pandemic did not stop the judges of the Manhattan Commercial Division from issuing a number of noteworthy decisions in business divorce cases. This week’s New York Business Divorce highlights three of them. …
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