It happens once in a while: the co-owners of a business entity formed under the laws of State X have a choice of law clause in their agreement opting to be governed by the laws of State Y. Such was the case in Gelman v. Gelman, recently decided by Justice Daniel Palmieri involving a dispute between sibling co-members of a Delaware LLC whose operating agreement had a New York choice of law provision. Which state’s law did the court apply? Get the answer in this week’s New York Business Divorce.
Continue Reading What Law Applies When Internal Affairs Doctrine Clashes With Choice-of-Law Clause?

Section 62 of the New York Partnership Law recognizes a partner’s right unilaterally to dissolve a partnership unless the partnership agreement has a “definite term” or a “particular undertaking is specified.” Last month, in Gelman v. Buehler, the New York Court of Appeals construed these terms for the first time in the almost 100 years since they’ve been on the books. Read all about it in this week’s New York Business Divorce.
Continue Reading New York’s High Court Rules on Unilateral Dissolution of Partnerships