Business divorce and non-judicial dissolution of a business entity rarely cross paths. This week’s New York Business Divorce highlights recent cases involving efforts to rescind improperly filed certificates of dissolution of LLCs.
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Fair Value Decision Caps Decade-Long Dispute Over Family-Owned Real Estate Holding Companies
This week’s New York Business Divorce post features a decision after valuation trial nine-years in the making, determining the fair value of a 50% interest in two family-owned real estate holding companies
It Takes More Than a Litigation Tsunami Between Hostile Members to Obtain Judicial Dissolution of a Realty-Holding LLC
A recent Commercial Division decision illustrates anew the elevated challenge of suing for judicial dissolution of a viable realty-holding company — even when the estranged co-members are already immersed in multiple litigations. Read about it in this week’s New York Business Divorce.
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Battle for Company Control Turns on Conflicting Copies of Operating Agreement Amid Accusations of “Old-Fashioned Forgery”
A federal lawsuit ostensibly about trademark infringement morphs into a contest over control of a Delaware LLC in which the two sides offer materially different copies of the same operating agreement, with each side accusing the other of forgery. Learn more in this week’s New York Business Divorce.
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Crossing the Hudson: Recent Business Divorce Decisions from Yonder States
On the menu for this week’s New York Business Divorce: five noteworthy business divorce cases from five different states.
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New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”
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.
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Rare as a Dodo: Bifurcation in Business Divorce Trials
In this week’s New York Business Divorce, read about an exceptionally rare find: a bifurcated jury trial in a business divorce dispute.
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The Perils of Indeterminate LLC Membership Interests, Redux
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.
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Ambiguous Agreement, Clear Consequences
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.
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Judicially Expelled Member Pays Heavy Price For Abandoning LLC
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.
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