A judicial dissolution petition went down for the count in a recent court decision involving a two-member LLC that operates a boxing gym. This week’s New York Business Divorce has the story.
Continue Reading LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO
Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement
By Peter A. Mahler on
Posted in LLCs, Operating Agreement
The restaurant business is tough enough without squabbling between co-owners. This week’s New York Business Divorce examines a recent case in which LLC members had a falling out over the ownership of a restaurant’s trademark and other disputes. …
Continue Reading Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement
LLC Survives Member’s Death. Dissolution Petition Doesn’t.
By Peter A. Mahler on
Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.
Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
By Peter A. Mahler on
Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce. …
Continue Reading Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
LLCs as Nominal Parties in Dissolution Cases: An Uncertain Portal to Federal Court Jurisdiction
By Peter A. Mahler on
Posted in Federal vs. State Court, LLCs
Is an LLC a nominal party in dissolution proceedings such that its citizenship can be ignored for purposes of securing diversity jurisdiction in federal court? Get the answer in this week’s New York Business Divorce.
Continue Reading LLCs as Nominal Parties in Dissolution Cases: An Uncertain Portal to Federal Court Jurisdiction
The Perils of Indeterminate LLC Membership Interests
By Peter A. Mahler on
What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
Continue Reading The Perils of Indeterminate LLC Membership Interests
Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
By Peter A. Mahler on
This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
Continue Reading Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
Pave Paradise, Put Up a Purposeful Parking Lot
By Peter A. Mahler on
This week’s New York Business Divorce visits the Bluegrass State for an interesting appellate ruling in an LLC dissolution case concerning the operating agreement’s purpose clause.
Continue Reading Pave Paradise, Put Up a Purposeful Parking Lot
Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member
By Peter A. Mahler on
Courtesy of a recent decision by Brooklyn Supreme Court Justice Leon Ruchelsman, this week’s New York Business Divorce examines a case in which the court dismissed a petition for judicial dissolution of an LLC after finding that the petitioner failed to show he possessed a membership interest.
Continue Reading Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member
Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal
By Peter A. Mahler on
This week’s New York Business Divorce examines a highly interesting appellate opinion in a California case centering on whether the operating agreement required unanimous member approval to remove the designated managing member.
Continue Reading Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal