
Litigated business breakups are often highly intense and emotional for the participants. The intensity and emotion multiply when the litigants are close family members.
If you add to the mix several years and more than ten rounds of motion practice, a successful judicial dissolution and winding up, an appeal, a remand, a motion for summary judgment, and another motion for summary judgment, lawyers and clients can become exceedingly close through the experience.
This week, we’re pleased to feature a story about two longtime favorite clients and the Homerian odyssey of litigation they endured, resulting in a recent victory in the form of total dismissal of what remained of a complaint filed by a son against his own father and stepmother for dissolution of a landscape and masonry supply business and accompanying damages claims related to six parcels of real property on which the business operated based upon a theory of “misappropriation of corporate opportunity.”
The Company, its Ownership Structure, and the Six Parcels of Real Estate
Joseph founded Jos. M. Troffa Landscape and Mason Supply, Inc. (the “Company”) as sole shareholder in the 1970s. Over time, Joseph grew the Company into a very successful business.
In the 1990s, Joseph gifted his son from his first marriage, Jonathan, shortly after he graduated high school, half the shares of the Company for no consideration.
The Company operated on six adjacent parcels of real estate in East Setauket, New York, five of which Joseph and his second wife, Laura, acquired over a period of decades through two real estate holding companies, NIMT Enterprises, LLC (“NIMT”) and L.J.T. Development Enterprises, Inc. (“LJT”).
The sixth parcel – a 1.78 piece of unimproved land known as the “Compost Yard” – Joseph acquired in his own name in March 2013. According to Joseph and Laura, Jonathan always knew and agreed that NIMT (of which Jonathan was a 1% member), LJT, and Joseph were to be the owners of the properties; it was only after lawyers got involved that Jonathan devised a scheme to sue Joseph, Laura, and their real estate companies in connection with those properties.
Continue Reading A Litigation Odyssey