A New York LLC with a broad, “purposeless” purpose clause and demonstrated financial sustainability is dissolved over . . . the minority owner’s disagreement with the menu?
Continue Reading The Legal Ramen-ifications of Dissolving a New York LLC Over Noodle Choices
Shareholder, partnership, and LLC agreements often include mandatory arbitration clauses. Do those clauses require arbitration of judicial dissolution claims? Find out in this week’s New York Business Divorce.
Continue Reading The Skinny on Arbitrability of Judicial Dissolution 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.
This week’s New York Business Divorce spotlights an interesting and unusual LLC dissolution case in which Justice Thomas Whelan upheld grounds for contractual as opposed to judicial dissolution. It’s one you won’t want to miss.
Continue Reading Court Puts LLC Out of Its Misery, Contractually
Delaware law’s contractarian approach is central to that state’s jurisprudence concerning limited liability companies. Last month, in Huatuco v. Satellite Healthcare, the Court of Chancery cited freedom-of-contract in dismissing an action for judicial dissolution based on its finding that the LLC agreement’s provision, limiting member rights to those expressly granted in the agreement, constituted a waiver of the right to seek judicial dissolution. This week’s New York Business Divorce asks the question, does Huatuco take contractarianism too far?
Continue Reading Contractarianism Gone Wild?