In a decision handed down last week, an upstate appellate panel upheld a partnership dissolution complaint not only seeking to enforce an oral partnership agreement for a business that operates an apple tree farm, but also claiming as partnership property the 40-acre farm acquired by the defendant years earlier. Learn more in this week’s New York Business Divorce.
Continue Reading Betting the Farm On An Oral Partnership Agreement

It turns out marijuana entrepreneurships are just as susceptible to co-ownership disputes as traditional business ventures. In this week’s New York Business Divorce, we address a familiar subject – oral partnership agreements – in an exciting new context – the burgeoning New York State legal cannabis market.
Continue Reading A Bumper Crop: Cannabis Meets Business Divorce

This week’s New York Business Divorce features a pair of noteworthy appellate decisions by the Second Circuit U.S. Court of Appeals and the Appellate Division, First Department, involving unsuccessful suits by non-managing members against managing members of realty holding LLCs.
Continue Reading Managing Members of Realty Holding LLCs Vanquish Self-Dealing Claims

In this week’s New York Business Divorce, companion appellate decisions issued last week in the long running Kassab v Kasab litigation emphasize the fundamental legal differences between corporate and LLC dissolution, with allegations of majority “oppression” sufficient to grant dissolution in one case, but so insufficient as to require pre-answer dismissal in the other.
Continue Reading To Dissolve or Not to Dissolve, that is the Question. The Answer is Both.

Iowa was one of the earliest of the 22 states that by now have adopted the Revised Uniform LLC Act (2006). Last month, Iowa’s Supreme Court handed down an important first-impression decision construing and applying RULLCA’s judicial dissolution provisions in a case involving a family-owned realty holding company. This week’s New York Business Divorce has the story.
Continue Reading Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage

In this week’s New York Business Divorce, we consider a recent appellate decision addressing the effectiveness of LLC operating agreement “exculpatory” clauses to shield the company’s managers or members from personal liability for misconduct. With the latest decision, the roster of New York appeals court cases to consider this important legal issue grows from a trio to a quartet.
Continue Reading “Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause

The Court of Appeals’ decision in Pappas v. Tzolis was one of three opinions by that court in 2011-12 that reset the bargaining table when controlling owners of closely held companies buy out minority equity holders. A ruling earlier this year by the Appellate Division, First Department, involved a shareholder dispute with an interesting twist on the fact pattern in Pappas. Find out more in this week’s New York Business Divorce.
Continue Reading Appellate Ruling Puts Pappas v. Tzolis to the Test

This week’s New York Business Divorce discusses a pair of recent decisions — one involving a close corporation, the other an LLC — in which the courts grappled with procedural and substantive issues involving claims for common-law dissolution.
Continue Reading Common-Law Dissolution Hits Speed Bumps in Recent Decisions

Business divorce lawsuits often come in pairs (or trios), making preclusionary principles like estoppel a recurring phenomenon. In this week’s New York Business Divorce, we consider an appeals court’s recent take on three competing estoppel doctrines arising from the same law firm limited liability partnership breakup.
Continue Reading Battle of the Estoppels

Special Purpose Acquisition Companies or “SPACs” have become all the rage over the last two years, so it was inevitable that we’d see litigation between members of the LLCs that serve as SPAC sponsors. This week’s New York Business Divorce looks at a case stemming from a dispute over whether the sponsor’s operating agreement gave members an ongoing right to participate in future SPACs.
Continue Reading It Was Only a Matter of Time: SPAC Meets Business Divorce