Purpose Clause

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dissolution

It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited liability companies.  Under that standard, a New York LLC should be judicially dissolved when the management of the company is unable or unwilling to permit or promote the stated purpose of the entity, or continuing the entity is financially unfeasible.

That standard has proved both enduring and highly fact-specific, producing over the last decade and a half a landscape of judicial decisions finding that specific conduct and circumstances do—or do not—warrant dissolution. 

I’ve also seen at least some disconnect between that standard and the real interests of many LLC members.  On the one hand, the standard focuses on two things: (i) the stated purpose of the LLC as set forth in the operating agreement, and (ii) the financial feasibility of the LLC.  On the other hand, in many cases, the “stated purpose” as set forth in the operating agreement is boilerplate that the owners never considered.  And the financial feasibility of the LLC usually is a given; people tend not to litigate over failing businesses. Most owners who resort to judicial dissolution do so for other reasons. 

Many LLC members seek judicial dissolution as a means to resolve distrust of or perceived misconduct by their co-owners.  And while there is room for consideration of those things in the “unable or unwilling” language of the dissolution standard, a court faithfully applying the 1545 Ocean Avenue standard and a party seeking his day in court about allegations of member misconduct might feel like they’re speaking different languages.

A recent decision from New York County, Otsuka v Shimura, No. 159202/2020 (Sup Ct, New York County 2025), serves as a fine springboard to highlight that disconnect, discuss the timing of an LLC dissolution claim, and take stock of the current LLC dissolution landscape.Continue Reading Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution

A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard for judicial dissolution. Learn more in this week’s New York Business Divorce.
Continue Reading And a Time to Every Purpose Under . . . the Operating Agreement?

In this week’s New York Business Divorce, a would-be LLC dissolution plaintiff goes down swinging on an unanswered complaint within an unopposed motion for a default judgment, just the latest example of New York courts closely scrutinizing the merits of LLC dissolution claims at the pleadings stage.
Continue Reading Swing and a Miss: Unopposed LLC Dissolution Claim Denied

Remember the “purposeless purpose clause” that featured prominently in last summer’s appellate ruling in the LLC dissolution case, Mace v Tunick? On remand, following a trial, Justice Alan Scheinkman once again dismissed the case. Find out why in this week’s New York Business Divorce.
Continue Reading The Purposeless Purpose Clause Makes a Comeback — Or Does It?

After more than two years in receivership, an appeals court gives a dissolved LLC a new lease on life because the petitioners “offered no competent evidentiary proof” why the entity should have been dissolved. We take a closer look in this week’s New York Business Divorce.
Continue Reading “Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution

A minority member of an LLC that operates a Manhattan restaurant learned how tough it can be to get judicial dissolution of a financially sound LLC that’s achieving its intended purpose, notwithstanding allegations of majority oppression. It’s in this week’s New York Business Divorce.
Continue Reading LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution

Did the Appellate Division, Second Department, throw us a curve ball in its decision last week in Mace v. Tunick, reinstating an LLC dissolution complaint based on its finding that the operating agreement’s purpose clause, authorizing the LLC to engage in “any lawful business,” did not set forth “any particular purpose”? Learn more about this important development in this week’s New York Business Divorce. …
Continue Reading Does Your LLC Agreement Have a Purposeless Purpose Clause?