Here in the New York metro area, for the first time in years winter is living up to its name. The snow-plowed streets and sub-freezing temperatures are a natural setting for this sixth annual edition of Winter Case Notes in which I highlight a collection of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who wish to dig deeper.
This year’s synopses feature three noteworthy decisions by New York courts and one from Iowa:
- dismissing a rare deadlock dissolution petition involving a not-for-profit corporation;
- dismissing a petition to dissolve a limited liability company after the company and one of its two 50% members were indicted for tax fraud;
- dismissing claims for breach of fiduciary duty surrounding the break-up of a law firm; and
- affirming a post-trial decision dismissing claims by son against father for breaches of fiduciary duty involving a farm property held by an LLC as part of the parents’ estate plan.
Court Dismisses Petition to Dissolve Not-For-Profit Corporation
Judicial dissolution cases triggered by disputes between co-directors of not-for-profit corporations (NFP) — as opposed to dissolution petitions brought by the state’s Attorney General such as the one currently pending against the National Rifle Association — are few and far between. Last year’s decision by Manhattan Supreme Court Justice Carol R. Edmead in Siegel v Eisner is only the second time in this blog’s 13-year history that I’ve had occasion to feature a dissolution case involving an NFP (here’s the first time).