shortsTraditions are good. This blog has two annual traditions. First, at the end of each year I write a post listing the year’s top ten business divorce decisions. Second, each August I offer readers who are (or ought to be) on summer vacation some light reading in the form of three, relatively short case summaries.

So here we are in what’s been a particularly felicitous August weather-wise (at least here in the Northeast U.S.), with another edition of Summer Shorts. This edition’s summaries feature two out-of-state cases — one from Florida involving expulsion of an LLC member and one from Delaware involving the valuation upon redemption of an LLC member’s interest — and a New York appellate court decision involving the removal of a limited partnership’s general partner.

The Anti-Chiu: Florida Court Upholds LLC Member’s Expulsion

Froonjian v Ultimate Combatant, LLC, No. 4D14-662 [Fla. Dist. Ct. App. May 27, 2015].  The Florida intermediate appellate court’s ruling in Froonjian makes for a fascinating contrast with New York case law represented most prominently by the Second Department’s 2010 decision in Chiu v Chiu holding that, absent express authorization in the LLC’s operating agreement, a member’s involuntary expulsion is not permitted. Going 180° in the other direction, the Froonjian court upheld the majority members’ expulsion of a minority member from a Florida LLC that had no operating agreement, reasoning that the Florida default statute vesting all decision-making authority in the members acting by majority vote encompasses the authority to expel a member.
Continue Reading Summer Shorts: Member Expulsion and Other Recent Decisions of Interest

A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
Continue Reading Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case

In Digirolomo v. Sugar LI, LLC, decided last month by Justice Stephen Bucaria, the court devised a novel solution in a lawsuit between LLC members, designed to bring about an equitable buy-out, by conditioning injunctive relief on the plaintiffs filing an amended complaint seeking dissolution. Don’t miss it in this week’s New York Business Divorce.
Continue Reading Novel Ruling in Lawsuit Over Capital Call Prods Parties to Equitable Buy-Out

Is an LLC membership interest forfeited or reduced when a member fails to make a required capital contribution? That was the threshold issue in a decision last week by the Delaware Chancery Court in Grove v. Brown, where the LLC’s financial success in its first year led to acrimony and litigation. Get the answer in this week’s New York Business Divorce.
Continue Reading LLC’s Quick Success Breeds Mutual Misbehavior in Delaware Case

This week’s New York Business Divorce revisits the fascinating case of Chiu v. Chiu on the occasion of a post-trial decision by Justice Allan Weiss in this long-running battle between two brothers over the ownership and valuation of a real estate holding company. Don’t miss it!

Continue Reading Court Recasts Advances as Capital Contributions in Determining LLC Members’ Ownership Percentages

Provisions in LLC operating agreements, penalizing members for failing to make capital contributions, have generated a number of court decisions in recent years, but none as interesting and perhaps controversial as last week’s ruling by the Appellate Division, First Department, in Antonini v. Petito. You won’t want to miss it in this week’s New York Business Divorce.

Continue Reading Bad LLC Agreement Makes Bad Law in Dispute Over Capital Call

Litigation over capital contributions by LLC members once again takes center stage in this week’s New York Business Divorce. The featured decision by Justice Emily Pines in Duff v. Curto highlights the risks taken when business partners fail to define capital obligations in the operating agreement.

Continue Reading The Importance of Defining Capital Contributions in the LLC Agreement