This week’s New York Business Divorce discusses a case involving an LLC member dispute in which the plaintiff was hoisted on his own petard or, to paraphrase an email that came to light in discovery, stepped into his own “wolverine
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Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant
This week’s New York Business Divorce features a failed attempt at removing restaurant manager on a preliminary injunction motion.
Business Appraiser Liability? That’s a New One.
Business appraiser liability? A minority owner of an LLC recently took a run at it, alleging that a valuation firm conspired with the majority owners to undervalue his interest for a compelled buyout under the operating agreement. Learn how the
Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC 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
Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”
The qualifying phrase, “Notwithstanding anything to the contrary in this Agreement,” can be a highly useful and efficient means to clarify the hierarchy of otherwise potentially competing contract provisions. It can also trigger thorny litigation when two “notwithstanding” clauses arguably
Premature or Untimely? Both at the Same Time? When to Sue as a General Partner
Can a partnership dispute be premature and untimely simultaneously? That was the unfortunate outcome for a hapless general partner in this week’s New York Business Divorce.
LLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition
The subject of this week’s post has it all: cinematic threats, emergency court orders, changed locks, an intentional foreclosure, a tactical bankruptcy filing, and a trip to the Second Circuit Court of Appeals. The resulting opinion is equally satisfying.
I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution
On the menu in this week’s New York Business Divorce is a case about a restaurant menu, literally, and the disputed changes to it made by a 50% member of the operating LLC.
Winter Case Notes: Nice Try, But the Agreements Say What They Say
This week’s New York Business Divorce presents the 2025 Winter Case Notes, where we highlight a few recent decisions of interest featuring strict adherence to statutory language and the parties’ governing agreements.
No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean
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.