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
New York Business Divorce
Commentary on Dissolution and Other Disputes Among Co-Owners of Closely Held Business Entities
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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
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
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.…