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?

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

If until now you haven’t encountered a case involving the “equitable” dissolution of a partnership, join the club. Find out more in this week’s New York Business Divorce which highlights a recent decision by Justice Stephan Bucaria in a 10-year litigation among the general partners of several limited partnerships governed by the outmoded Uniform Limited Partnership Act.
Continue Reading Equitable Dissolution of Limited Partnerships

A recent decision by Manhattan Commercial Division Justice Barbara Kapnick addressed the interplay between anti-assignment provisions in a limited partnership agreement and statutory rights of assignment under New York’s Uniform Limited Partnership Act. Get the full story in this week’s New York Business Divorce.
Continue Reading Do Not Pass Go: Court Rejects Assignment of Limited Partner’s Economic Interest

Manhattan Supreme Court Justice Saliann Scarpulla’s recent ruling in Poole v. West 111th Street Rehab Associates illustrates some of the difficult interpretive and factual issues that often accompany internal partnership disputes governed by the “old” Limited Partnership Act adopted by New York in 1922. This week’s New York Business Divorce explains.
Continue Reading Death of a General Partner, or How Not to Plan for Succession in a Limited Partnership

Do New York courts have authority to hear suits for judicial dissolution of New York-based foreign business entities? This week’s New York Business Divorce discusses a recent decision by Justice Anil C. Singh in Holdrum, N.V. v. Edelman, which highlights a split of appellate authority on the issue.
Continue Reading Judicial Muddle Persists Over Power to Dissolve Foreign Entities