LLCs are like people. They can have the occasional existential crisis. Read about one LLC in search of purpose in this week’s New York Business Divorce.
Lessons on the Art of Drafting Capital Call Provisions
The oft litigated art of the capital call takes center stage once again in this week’s post, featuring two appellate rulings handed down last week, one sustaining and one invalidating a capital call.
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Tax Partner, Not True Partner: The Limits of K-1s in Business Divorce Litigation
A recent Second Department decision reminds business divorce litigants that while K-1s may be powerful evidence of an economic interest, they cannot substitute for compliance with a partnership agreement’s formal admission requirements.
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A Wrong in Search of a Remedy: Promissory Estoppel
Don’t snicker at that promissory estoppel claim buried in your opponent’s complaint. Every once in a while, a cause of action for promissory estoppel can salvage an otherwise nonviable claim for equity ownership in the form of a fallback damages remedy. Have a read in this week’s New York Business Divorce.
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A Money Judgment by Any Other Name Is Still Not Rescission: First Department Rejects Last-Ditch Intervention Gambit in LLC Membership Dispute
Some of the most interesting cases we post about on this blog are, of course, the ones where there is more than meets the eye.
On the surface, today’s case—Bapaz NYC West St Group LLC v. Assa Properties Inc., 2026 NY Slip Op 03061 (1st Dept May 14, 2026)—appears to address a
Promise of Equity Falls to Operating Agreement’s Rigid Admission Requirements
Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. A recent First Department decision suggests a shift away from informality and back toward strict compliance with the contractual mechanics of admission.
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A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
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Can Majority-Authorized Action Still Breach Fiduciary Duty?
When an LLC operating agreement permits action upon majority consent, can a minority member nonetheless challenge that action as a breach of the majority’s fiduciary duties? The Fourth Department weighs in.
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First Department Upholds Minority’s Unilateral Termination of Majority-Appointed CEO Over Majority’s Objections
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?
The math ain’t mathing, you may be saying to yourself.
But today, we explore a case—SJI Renewable Entery Ventures LLC,
In Delaware, You Live or Die Under Your LLC Operating Agreement
This week’s NYBD visits a recent Delaware Chancery Court decision involving, the Court wrote, a “poorly drafted” LLC agreement with “lamentable” consequences for one side that the parties “must live with.”
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