Strict compliance with contractual conditions precedent, yea or nay? In New York, it depends.
Now, the general rule is that strict compliance with contractual conditions precedent is required. The New York Court of Appeals has previously held: “Express conditions must be literally performed, substantial performance will not suffice” (MHR Capital Partners LP v Presstek,
When an aggrieved party feels his or her back against the wall, there is a strong temptation to assert every claim under the sun against the adversary. Offense is the best defense, so they say. But when the claims don’t stick, litigants may find that more isn’t necessarily more… but it sure can tie up a case for years, particularly in the backlogged Second Department.
Today’s case—Waldorf Invs. L.P. v Waldorf—offers a solid back-to-basics review of the issues that can be litigated when a limited partnership goes south (and the viability of those claims), but at the cost, figuratively and literally, of 8 years of litigation.Continue Reading Second Department Denies Judicial Dissolution of Realty Holding Limited Partnership (and Related Claims), Ending 22-Count Dispute
In this week’s business divorce follies, an imprecisely-drafted notice of default and cure letter leads to a stunning defeat for a group of limited partners who tried to remove a limited partner “for cause” under the partnership agreement.
This week’s New York Business Divorce showcases how courts reign in aggrieved limited partners whose demands stray from the plain terms of the limited partnership agreement
Continue Reading You Get What You Get, and You Don’t Get Upset: First Department Boots Limited Partner’s Claims Based on Plain Terms of Limited Partnership Agreement
The North Carolina Court of Appeals last week handed down a significant opinion affirming the nonjudicial dissolution of a family-owned Delaware limited partnership based on the appointment of a new general partner in contravention of the terms of the limited partnership agreement. Learn more in this week’s New York Business Divorce.
Continue Reading General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership
Partners of New York limited partnerships should sit up and take notice of a new, first-impression decision holding that the commencement of a dissolution proceeding against, or the appointment of a receiver for, the limited partnership can, in and of itself, result in withdrawal of the general partner and dissolution of the entity, even if the limited partnership agreement does not say so. Read about this important decision with profound implications for New York limited partnerships and their owners in this week’s New York Business Divorce.
Continue Reading Limited Partnerships and the Self-Fulfilling Dissolution Petition
This week’s New York Business Divorce features an interesting decision by Commercial Division Justice Lawrence Knipel addressing the standing of the individual members of a dissolved LLC to petition for the winding up of a limited partnership in which the LLC is a majority limited partner.
Continue Reading No Mulligan But No Matter for LLC’s Majority Members After Voluntary Dissolution
The Latin maxim, “equity aids the vigilant, not those who slumber on their rights,” steals the show in this week’s New York Business Divorce featuring a recent New Jersey appellate ruling affirming the dismissal of a challenge to the conversion of a limited partnership to an LLC.
Continue Reading In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor
“Yet another unfortunate example of a family business dispute that has developed into needless litigation” is how Justice Shirley Kornreich describes a partnership dispute pitting daughter against father and sisters. Get the story in this week’s New York Business Divorce.
Continue Reading Court Chides Parties in Family Partnership Dispute for “Needless” Litigation with “Obvious Outcome”
A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce.
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?