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.
Continue Reading Never the Twain Shall Meet: Damages Claims Do Not Offset the Purchase Price in Buy-Sell Agreements
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.
Continue Reading Text Messages Trump Formalities in Ownership Dispute Over Cryptocurrency Business
The interaction between an LLC’s operating agreement and a subsequent, informal deal between the members raises difficult questions surrounding the enforceability of either agreement. In a recently-filed Manhattan Commercial Division case, the Court granted the plaintiff a preliminary injunction, signaling to the parties that the plaintiff was likely to succeed on his claim to enforce the informal deal notwithstanding arguably contrary provisions in the operating agreement. The case reminds us that the formality requirements of an LLC operating agreement may give way to an informal agreement when both LLC members manifest their intent to be bound by the informal agreement.
Continue Reading A Shotgun Buy-Sell Agreement and an Email Deal Walk into a Beachside Bar . . .
Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script
Even a comedy club is not exempt from the grip of a acrimonious business divorce, as you’ll learn in this week’s New York Business Divorce.
Continue Reading No Laughing Matter: Deadlock Dissolution Petition Targets Legendary NYC Comedy Club
This week’s New York Business Divorce features an interesting decision holding that personal representatives of an estate lack standing to maintain a derivative action on behalf of a limited partnership, commenced by the decedent while alive.
Continue Reading Death of Limited Partner Disarms Derivative Action
The restaurant business is tough enough without squabbling between co-owners. This week’s New York Business Divorce examines a recent case in which LLC members had a falling out over the ownership of a restaurant’s trademark and other disputes.
Continue Reading Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement
Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.
In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.
Continue Reading A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench