This week’s New York Business Divorce highlights a trio of recent decisions involving LLC disputes concerning the membership rights of the estate of a deceased member, the intended purpose of the LLC as the basis for a dissolution claim, and the power to expel a member.
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Operating Agreement
Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC
By Peter A. Mahler on
An unusual, two-state battle between 50-50 owners of a New York LLC led to a decision earlier this month by Justice Kornreich dismissing a dissolution petition and denying injunctive relief following a New Jersey judge’s order appointing a fifth Director to break a Board deadlock. This week’s New York Business Divorce has the story.
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How Good is Your Operating Agreement’s Anti-Assignment Clause?
By Peter A. Mahler on
A decision last month by Justice Robert Bruno foiled a convicted felon’s attempt to assign to his wife his 50% membership interest in two realty holding LLCs. Find out more in this week’s New York Business Divorce. …
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One Parking Lot, Two Brothers, Three Decisions
The Appellate Division, Second Department, last week decided three appeals in the same business divorce case, addressing important issues concerning claims for LLC dissolution, equitable buyout, and use of company monies for legal fees defending dissolution proceedings. This week’s New York Business Divorce has the story.
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A Decade Later, LLC’s Majority Members Pay The Price For Converting Minority Member’s Interest
By Peter A. Mahler on
The LLC majority members in Bonanni v. Horizons Investors Corp., were ordered to pay the piper in a post-trial decision earlier this month by Justice Elizabeth Emerson in a 10-year old case, finding that they had converted the plaintiff’s minority membership interest. It’s in this week’s New York Business Divorce. …
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Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest
New York Business Divorce this week inaugurates Winter Case Notes, offering synopses of three recent decisions by Supreme Court Justices Richard Platkin, Stephen Bucaria, and Cynthia Kern in cases involving the removal of an LLC manager and other issues of interest to business divorce professionals.
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LLC Agreement’s All-Purpose Purpose Clause Defeats Dissolution Petition
This week’s New York Business Divorce closes out the year with an interesting decision by Justice Timothy Driscoll dismissing a dissolution petition that followed the sale of an LLC’s sole real estate asset based on the broad purpose clause in the parties’ LLC agreement.. …
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Dissociated LLC Member Faces “Equitable” Forced Buy-Out
By Peter A. Mahler on
Equity jurisprudence cozies up to LLCs in the appellate ruling highlighted in this week’s New York Business Divorce involving the forced sale of a dissociated member’s interest. …
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Pizza Chef with Bigger Piece of LLC Pie Allowed to Terminate Minority Member’s Employment
Pizza’s on the menu in this week’s New York Business Divorce, or at least a dispute between co-members of an LLC that owns a popular Manhattan pizzeria. Just don’t look for any extra cheese on Justice Sherwood’s recent decision in Manzella v. Caporuscio, authorizing the majority member to terminate the minority member’s employment.
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Can LLC Agreement Be Enforced Against Member Who Doesn’t Sign It?
By Peter A. Mahler on
You may be surprised to learn that, according to a ruling last month in Shapiro v Ettenson, a minority member of a New York LLC that initially had no written operating agreement is bound by a written operating agreement subsequently adopted by the majority members, notwithstanding the minority member’s refusal to sign the agreement. Get the detailed story in this week’s New York Business Divorce.
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