Most practitioners believe the summary judgment in lieu of complaint statute, CPLR 3213, applies just to contracts involving loans or other indebtedness. Not so. In a recent decision, a Manhattan Commercial Division Justice granted summary judgment in lieu of complaint, entering a money judgment for nearly $35 million, based upon a seldom litigated provision of the statute permitting accelerated treatment “upon any judgment” – in this case, a prior declaratory judgment. Read about the Court’s novel approach to summary judgment in lieu of complaint in this week New York Business Divorce.
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Liquidation
Disputes Abound When Law Firms Dissolve

How does one value a law firm’s caseload at dissolution? The litigation over the dissolution of Brown Chiari LLP has already made its mark on business divorce jurisprudence. As it approaches its sixth birthday, the case continues to deliver, with Erie County Commercial Division Justice Timothy J. Walker recently authoring two notable decisions concerning a partner’s interest in the firm’s substantial caseload at the time of its dissolution.
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An Extreme Case of Petitioner’s Remorse

In this week’s New York Business Divorce, read about the hurdles one can face when attempting to change course after suing for, or stipulating to, dissolution. The lesson: when suing for dissolution, be prepared to see it through to the bitter end. …
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Business Judgment Rule Prevails in Fight Over Liquidation Plan for Dissolved Madoff Feeder Fund

It’s been almost 12 years since Bernie Madoff’s Ponzi scheme exploded, inflicting billions in losses on thousands of investors. This week’s New York Business Divorce examines a first-impression ruling by Manhattan Commercial Division Justice Joel M. Cohen in which he upheld a plan of liquidation of a dissolved Madoff feeder fund organized as an LLC. …
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A Pig in a Poke: The Rollercoaster Kadosh Settlement Litigation

In this week’s New York Business Divorce, a wild tale of a settlement achieved, settlement spurned, and a litigant threatened with incarceration for contempt in an intensely bitter, nine-year battle between two brothers over their Manhattan-based real property LLC.
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When Dealing in Partnership Owned Real Property, Caveat Emptor

In this week’s New York Business Divorce, read about how dissenting general partners can potentially wreak havoc on partnership real property sales, and how buyers can protect themselves from judicial invalidation of their transactions.
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Bona Fide Purchaser Avoids Rescission of Minority Shareholder’s Unauthorized Sale of Corporation’s Realty

In this week’s New York Business Divorce, find out what happened when the majority shareholder petitioned to rescind the minority shareholder’s unauthorized sale of the corporation’s realty to a third party purchaser in violation of the court’s restraining order. …
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Superstorm Sandy Unable to Wash Away Sin of Contempt

Corporation dissolved. Receiver appointed. Missing inventory. Contempt application. Blame it on Superstorm Sandy? Frank McRoberts explains in this week’s New York Business Divorce.
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And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .
Minority shareholder oppression on steroids is one way to describe what happened in Matter of Twin Bay Village, Inc., in which an upstate appellate panel recently affirmed an order dissolving the corporation and setting aside a stock issuance that diluted the minority shareholders. Learn more in this week’s New York Business Divorce.
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The Elusive Surcharge in Dissolution Proceedings

New York’s statutes authorizing a judicial dissolution petition by oppressed minority shareholders, and granting respondents a corresponding right to elect to purchase the petitioner’s shares, include a provision for a “surcharge” upon controlling shareholders for wrongful dissipation or transfer of corporate assets. It’s a rarely litigated provision, as evidenced by a court decision last month which may be the first ever reported case in which a surcharge claim was upheld. Learn more in this week’s New York Business Divorce. …
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