General partnerships are supposed to be the easiest of all business organizations for co-owners to separate. Not in the case featured on this week’s New York Business Divorce, where it took almost ten years for the majority partners of a New York general partnership to secure a court ruling that a formal written notice of withdrawal by one of the partners dissolved the business by operation of law.
But, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It.
Happy 2026 to all!
A new year offers a new opportunity to shed the old and embrace the new. So, it is fitting that we kick off another year on New York Business Divorce with a case that involves a little old and a little new.
First, the old: In the world of partnerships
Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading Shortcuts
The Appellate Division, Second Department delivered last week a fascinating case pitting a deadlock-based LLC dissolution petition against an equity forfeiture provision in the parties’ operating agreement. Add to that a bracing reminder that lazy pleadings and procedural missteps in special proceedings can be outcome-determinative, and Ribeiro v Libutti, 2025 NY Slip Op 06865 (2d Dept Dec. 10, 2025), becomes a cautionary tale for business owners and litigators alike.
Second Department Denies Judicial Dissolution of Realty Holding Limited Partnership (and Related Claims), Ending 22-Count Dispute
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
How Easily Can an Operating Agreement Supplant the Default Rule for LLC Manager Removal? Pretty Easily.
This week on New York Business Divorce, read about the interplay between statutory and contract rules for LLC manager removal or expulsion, set within an appeal from a trio of decisions we wrote about what feels like a lifetime ago.
The Bad Faith Defense to Opportunistic Expulsion
Think bad faith can save you from expulsion? A new ruling shows just how slim that lifeline really is.
Continue Reading The Bad Faith Defense to Opportunistic Expulsion
Second Department Ends Sisters’ Fight Over Family Home Not With a Bang, But a Whimper
Four sisters. One house. Who owns it?
Today’s case delves into a thorny situation many closely-held family businesses struggle with—proving ownership.
It’s no secret that many closely-held family business do not comply with corporate formalities. In the absence of such formalities, it can be difficult to demonstrate ownership without stock certificates in hand, or other
Roller Coaster Ride: Interlocutory Appeals in Business Divorce Cases
In New York civil practice, appeals from non-final orders, called interlocutory appeals, have the awesome power to transform a case before its conclusion, snatching defeat from the jaws of victory, and vice versa. Read about one such instance in this week’s New York Business Divorce.
Continue Reading Roller Coaster Ride: Interlocutory Appeals in Business Divorce Cases
Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?
A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.
Continue Reading Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?
Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages
Two recent cases, one from the Second Department and one from Suffolk County Justice Garguilo, shed light on some of the more nuanced issues in shareholder oppression litigation: the “equitable” prejudgment interest rate to be applied to a buyout under BCL 1118, and the relationship between a claim for dissolution and one for money damages.
Continue Reading Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages