Is it a partnership? Is it an LLC? Can it be both? In this week’s New York Business Divorce, read about a novel application of the rules of law governing partnerships and LLCs to the same business entity simultaneously to achieve a solution that would not been possible if strictly applying the laws of one or the other.
Summer Shorts: Judicial Dissolution Meets the Dead Man’s Statute, and Other Recent Decisions of Interest
This week’s NYBD presents the 16th annual edition of Summer Shorts offering brief commentary on three recent decisions involving disputes among LLC members.
Signature Pages and Sibling Mistrust: First Department Revives Fraud, But Manager Removal Remains Out of Reach
Some business divorce cases are about money. Others are about control. Today’s case, Homapour v 3M Properties LLC, 2026 NY Slip Op 04371 (1st Dept 2026), is about both.
As we often see with second and third generation closely-held family businesses, the informal trust and family hierarchy that may have helped build the enterprise
Wait a Minute! Just Because I Failed to Meet a Lousy Capital Call, You Took My Membership Interest That You Valued at $1.7 Million and Paid Me Nothing?
Consider the case of the LLC member who failed to meet a capital call and consequently was forced to sell its minority LLC interest valued by the managing member at $1.7 million, to the managing member in exchange for a non-recourse promissory note with no maturity date and no payments unless the former interest generates after-tax distributions, of which there were none to date. Found out how the courts ruled in this week’s NYBD post.
Multigenerational Intrafamily Business Dispute Defeated for Lack of Standing
In this week’s New York Business Divorce, we encounter an unusual combination of adverse litigants: father and son versus mother and son duking it out in not one, not two, but three lawsuits simultaneously.
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The Derivative Claim and the Majority Approval Trap
Can an operating agreement require majority approval before a minority member may sue derivatively? A recent Delaware decision warns against letting authority provisions swallow the derivative claim whole.
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What’s the Purpose of Your LLC?
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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