Of the partnership disputes I see, the 50/50 ones are the hardest. Not because the law is more complicated, but because there is no majority to break a tie. Every decision needs the other person’s agreement, and the moment they
Ratschko Wallace Blog
The Ratschko Wallace Blog, published by Ratschko Wallace, focuses on legal issues related to business entities and commercial transactions, particularly in New York. It covers topics such as compliance requirements for limited liability companies, including publication mandates, and the implications of failing to meet these obligations. The blog also addresses contract law matters, including asset purchase agreements and the specificity required in non-reliance clauses to avoid fraudulent misrepresentation claims. Additionally, it discusses merchant cash advances, highlighting recent court decisions affecting enforcement and borrower protections. The content is oriented toward practical legal challenges faced by small businesses and commercial parties in transactional and litigation contexts.
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Real Life Consequences When You Fail to Publish Your LLC
We all know and despise the extra step of having to publish the formation of a New York limited liability company. It can be expensive, and quite frankly, I don’t see the point. I rarely see a case that shows…
No Reliance Clause in Asset Purchase Agreement must be specific in order to preclude Fraudulent Misrepresentation Claim
A recent case out of Kings County, I&M Kosher Catering LLC v BHNG Inc., explains that a Non-Reliance Clause must be specific to preclude a claim for fraudulent misrepresentation. The case concerns a business asset purchase gone wrong. The plaintiff…
Another win against a Merchant Cash Advance company and hope that the tide may turn in favor of Merchant Borrowers
Another day, another Merchant Cash Advance Lender goes to court and asks for a summary judgment based on the alleged breach of its Merchant Cash Advance agreement (aka Revenue Purchase agreement) (MCA Servicing Co. v. Nic’s Painting, LLC* (2024 NY…
Court grants Motion to Dismiss for lack of personal jurisdiction where MCA Company relied on a contractual method of service but failed to authenticate such contract
Here is another recent case where an MCA company failed: Wynwood Capital Group LLC v. Confluence Corp. (2024 NY Slip Op 50557(U)). Wynwood Capital Group LLC, an MCA company, sued Confluence Corp. and its individual guarantor for allegedly breaching a…
Merchant Cash Advances and Summary Judgment: New York Courts Throw a Wrench in Quick Enforcement
As a small business owner, you may have considered or even taken out a merchant cash advance (MCA) to secure funding for your business. While MCAs can provide quick access to capital, they often come with high costs and potentially…
New York Court Dismisses Website Accessibility Lawsuit Against Small Business
A recent decision by the Supreme Court of New York County may provide some relief for small business owners who have been hit with lawsuits alleging that their websites are not accessible to individuals with disabilities. The case, Rodriguez v.…
Discovery Failure leads to Serious Sanctions
In civil litigation, discovery is a crucial process that allows parties to exchange relevant information and build their cases. However, when a party fails to comply with discovery demands, the consequences can be severe. A recent decision, Abuzaid v. Almayouf,…
What NY Small Businesses must know about the Corporate Transparency Act and Beneficial Ownership Reporting
You may have heard that there is a new law called the Corporate Transparency Act, which is a law that aims to prevent money laundering and the hiding of assets by oligarchs and other bad actors by requiring all beneficial…
Judge refuses to confirm Arbitration Award in favor of Merchant Cash Advance “Lender”
In a surprising decision out of the Supreme Court, Nassau County, LCF Group, Inc. v Fields, a judge refused to confirm an arbitration award against the “borrower” of a Merchant Cash Advance “lender.” I think it is surprising because it…