On the menu for this week’s New York Business Divorce: five noteworthy business divorce cases from five different states.
Continue Reading Crossing the Hudson: Recent Business Divorce Decisions from Yonder States
In a split 3-2 decision last week, the Appellate Division, First Department, affirmed an order dismissing a claim to enforce an oral buy-out agreement involving a Delaware LLC as barred by the merger clause in a subsequently amended operating agreement that the plaintiff never signed. Read about it in this week’s New York Business Divorce.
Continue Reading New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”
In this week’s New York Business Divorce, read about an exceptionally rare find: a bifurcated jury trial in a business divorce dispute.
Continue Reading Rare as a Dodo: Bifurcation in Business Divorce Trials
This week’s New York Business Divorce revisits the issue of indeterminate LLC membership interests and the resulting disputes that can arise when not properly addressed in the operating agreement.
Continue Reading The Perils of Indeterminate LLC Membership Interests, Redux
More than any other entity, Limited Liability Companies are most prone to informal, ambiguous deals among their owners, which become a font for litigation down the road. 2024 begins with a federal trial over an ambiguous, oral agreement.
Continue Reading Ambiguous Agreement, Clear Consequences
This week’s New York Business Divorce highlights a fascinating New Jersey case in which the court expelled the minority member of an LLC after it abandoned the venture and withdrew its financial support.
Continue Reading Judicially Expelled Member Pays Heavy Price For Abandoning LLC
This week’s New York Business Divorce presents a retrospective assessment of the state of New York law concerning LLC business divorce, including summaries of the most significant court decisions, adapted from a recent presentation at the Eileen Bransten Institute on Complex Commercial Litigation.
Continue Reading New York LLC Caselaw’s Greatest Hits
This week’s New York Business Divorce looks at the courts’ powers to order equitable remedies short of dissolution in judicial dissolution cases involving LLCs, featuring a highly unusual case from Mississippi.
Continue Reading The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
In this week’s New York Business Divorce, read about the principle of election of remedies for claims of fraud and the painful lesson a defrauded LLC investor learned when she elected to proceed to trial on the remedy of equitable rescission, only to learn that money damages might have available against the defendant she sued, but rescission was not.
Continue Reading Damages or Rescission? When Electing Fraud Remedies Choose Wisely
Should LLC operating agreements require unanimous consent of the members to amendments? As this week’s New York Business Divorce discusses, there’s no single right answer to the question.
Continue Reading Use Caution When Amending Your Operating Agreement Without Unanimous Consent