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.
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Operating Agreement
Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements


How does the First Department tackle competing interpretations of an LLC operating agreement? This week’s post explains.
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Use Caution When Amending Your Operating Agreement Without Unanimous Consent

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. …
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Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement

This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
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Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?

In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
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Scrivener’s Error Keeps Sailboat-Owning LLC Afloat


A court is empowered to correct a mistake solely in the reduction of an agreement to writing. This week’s post shows that power at work in the interpretation of a sailboat-owning LLC’s operating agreement.
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LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement

If you want to find out what can happen when an LLC agreement authorizes member removal for any or no reason but doesn’t address compensation for the terminated member’s interest, read this week’s New York Business Divorce.
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Never the Twain Shall Meet: Damages Claims Do Not Offset the Purchase Price in Buy-Sell Agreements

This week’s post considers a recent decision from New York County Commercial Division Justice Borrok, who offers well-reasoned guidance on the separateness between claims to specifically enforce a buy-sell agreement, on the one hand, and damages claims, on the other.
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Text Messages Trump Formalities in Ownership Dispute Over Cryptocurrency Business

LLC members often enter into an operating agreement containing certain formality requirements, then exercise substantially less formality in their dealings. In those cases, the argument that a member waived his or her right to insist upon the formality requirements of the operating agreement is a familiar one. In a recent case, New York County Justice Borrok considers a party’s claim that text messages establish his 9.9% membership interest in an immensely valuable cryptocurrency business, despite admitted non-compliance with the member-admission requirements of the operating agreement. …
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Binding Nonsignatories to Arbitration Agreements
In this week’s New York Business Divorce, read about a beleaguered plaintiff stuck between a rock and a hard place, with some claims arbitrable, but others not.
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