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Breach of Contract › Dissolution

Carlton Fields

Court Refuses to Compel Arbitration Based on Dissolution of Arbitral Forum

Carlton Fields on

The U.S. District Court for the Eastern District of Louisiana recently refused to compel arbitration on the ground that the arbitral forum had ceased to exist and that a purported replacement forum was not the same forum and...more

Morris James LLP

Chancery Finds Member Breached LLC Agreement in Unilaterally Dissolving the Company

Morris James LLP on

VH5 Capital, LLC v. Jeremiah Rabe, C.A. No. 2020-0315-NAC (Del. Ch. June 30, 2023) - The at-issue LLC had two members – the defendant and the plaintiff, both of whom also constituted the company's board. The company never...more

Farrell Fritz, P.C.

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach...

Farrell Fritz, P.C. on

Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more

Cadwalader, Wickersham & Taft LLP

Title (Coverage) Not Available

Cadwalader, Wickersham & Taft LLP on

Two recent decisions concerning title insurance illustrate that an insured’s negligence can result in an exclusion from coverage and that title insurers generally do not owe a fiduciary duty to their insureds....more

Morris James LLP

Chancery Finds Equitable Defenses Bar LLC Dilution and Redomestication Claims, and Holds it Lacks Jurisdiction to Dissolve a...

Morris James LLP on

In re Coinmint, LLC, C.A. No. 2019-0983-MTZ (Del. Ch. Aug. 12, 2021) - This decision illustrates that, in specific circumstances, the equitable defenses of waiver, acquiescence, and estoppel may preclude a party from...more

Morris James LLP

Court of Chancery Dissolves Limited Partnership Upon Finding General Partner Unable To Achieve Its Business Purpose

Morris James LLP on

GMF ELCM Fund L.P. v. ELCM HCRE GP LLC, C.A. No. 2018-0840-SG (Del. Ch. Aug. 7, 2019). The equitable remedy of dissolution is extraordinary. Given the extraordinary record before it, and the abundance of evidence that the...more

Carlton Fields

Tenth Circuit Upholds Confirmation Of Arbitral Award In LLC Dissolution Dispute

Carlton Fields on

The Tenth Circuit recently affirmed a district court’s confirmation of an arbitration award in a dispute regarding the dissolution of Knowledge Strategy Solutions, LLC (“KSS”). KSS was a partnership between the professional...more

Allen Matkins

Partnership Dissolution And A Chief Judge’s Lament

Allen Matkins on

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute. Chief Judge Lawrence J. O’Neill, however,...more

Snell & Wilmer

The Expansive Breadth and Scope of Arizona’s New Revised Uniform Arbitration Act

Snell & Wilmer on

Recently, the Arizona Court of Appeals determined that under the 2010 Arizona Revised Uniform Arbitration Act, A.R.S. §12-3001, et seq. (the AZ-RUAA), a contractual agreement to arbitrate extends to: (i) arbitration of claims...more

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