News & Analysis as of

Breach of Contract Partnerships

Farrell Fritz, P.C.

Commercial Division Reiterates That It’s Not a Rubber Stamp for CPLR 3215 Default Motions: Movant Must Set Forth Prima Facie...

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Commercial Division litigators are keenly aware of CPLR 3215’s proof requirements. We can recite in our sleep the need to submit (1) proof of service, (2) proof of default, (3) the amount due, and (4) facts constituting the...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

Sands Anderson PC

Three Contract Tips to Safeguard Your Business from Another’s Default

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The beginning of a new partnership between companies is often a time of excitement. Like any new relationship, expectations for the future are promising and it is easy to see the best in your partner....more

Morris James LLP

Chancery Finds General Partner Breached Partnership Agreement in Exercising Call Right, and Awards Limited Partners Nearly $700...

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Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Nov. 12, 2021) - If a partnership agreement requires an opinion of counsel as a condition precedent, such opinion must be rendered...more

Farrell Fritz, P.C.

A Bumper Crop: Cannabis Meets Business Divorce

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Unless you’ve been living under a rock, you’ve probably heard that a little over two months ago, New York State Governor Andrew M. Cuomo signed legislation reform advocates and stoners alike have dreamt of for decades,...more

Morris James LLP

Chancery Finds After Trial That $10 Billion Unit-for-Unit Merger Was “Fair and Reasonable” Under Partnership Agreement

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Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 15, 2021) - This matter concerned limited partners’ challenge under the governing limited partnership agreement to an acquisition of the partnership by another...more

Foster Garvey PC

Online Travel Update: Tripadvisor launches beta application to help travelers avoid crowds at public places; Southwest pursues...

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This week’s Update contains something for everyone – currencies and payments, infringement claims and acquisitions. Enjoy....more

Seyfarth Shaw LLP

Not so Pretty: Cosmetic Company Acquisitions Lead to Contentious Trade Secret Spat

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At the end of 2019, Coty Inc. (“Coty”) expanded its brand portfolio by closing a notable $600 million deal for a majority stake in reality star Kylie Jenner’s young cosmetics company, King Kylie LLC (d/b/a Kylie Cosmetics)....more

Farrell Fritz, P.C.

Post-Quarantine Buyout Of A Partner

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Uptick in Business Divorces? I’ve read a number of articles over the last few weeks in which marriage counselors have been predicting a wave of divorce filings once the COVID-19 quarantine has been lifted...more

Farella Braun + Martel LLP

[Webinar] Cannabis Disputes: How to Minimize Your Litigation Risks - June 2nd, 10:00 am - 11:00 am PT

The laws regulating the cannabis industry are quickly changing and evolving. Many disputes are a result of a failure to identify a potential problem or compliance issue early on. When not addressed immediately, problems may...more

Patterson Belknap Webb & Tyler LLP

First Department Holds That “Sole and Absolute Discretion” Clause Does Not Preclude Breach of Fiduciary Duty Claim

In Shatz v. Chertok, the First Department affirmed in part and reversed in part a decision by Justice Jennifer G. Schechter of the Commercial Division. The key issue on appeal was whether a New York limited liability...more

K&L Gates LLP

Alleged Scheme to Exercise Partnership Agreement Call Right at Unfair Price Supports Breach, Tortious Interference Claims

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In In re CVR Refining, LP Unitholder Litigation, C.A. No. 2019-0062-KSJM (Del. Ch. Jan. 31, 2020), the Delaware Court of Chancery (the “Court”) concluded plaintiffs had pleaded reasonably conceivable breach of partnership...more

A&O Shearman

First No Contract by Ambush. Now No Contract by Email, Texas Supreme Court Says.

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On February 28, 2020, the Texas Supreme Court reversed a ruling from the First Court of Appeals in Houston in the case of Chalker Energy Partners III, LLC, et al. v. Le Norman Operating LLC, 547 S.W.3d 27 (Tex. App.—Houston,...more

Allen Matkins

No Separate Action For Partners

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A corporation and a partnership enter into a contract. Alleging that the partnership is in breach, the corporation sues the partnership and its two general partners. Neither of the partners is a party to the contract....more

Foster Garvey PC

OTA & Travel Distribution Update: New platforms brought to regulators' attention; Google Assistant Interpreter Mode gets a test...

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Voice-assisted devices (a/k/a smart speakers) feature prominently in this week’s Update. Enjoy....more

Gray Reed

Attempt to Prove a Texas Partnership Fails

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Like breaking into CIA headquarters, sneaking into the Vatican, or hanging off the side of the Burj Khalifa, sometimes getting the deal done seems impossible. The key to any successful mission is planning for disastrous...more

Patterson Belknap Webb & Tyler LLP

Court of Appeals Rules: What the “Value of His Interest in the Partnership” Means under New York Partnership Law

The New York Court of Appeals, in Congel v. Malfitano, recently ruled that the “Poughkeepsie Galleria Company” (the “Partnership”) was not an at-will partnership and that therefore Defendant Marc Malfitano’s (the “Defendant”)...more

Winstead PC

Court Affirms Punitive Damages In A Breach-Of-Fiduciary-Duty/Partnership Dispute

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In Home Comfortable Supplies, Inc. v. Cooper, the defendant induced others to start a new limited partnership with his corporation. No. 14-16-00906-CV, 2018 Tex. App. LEXIS 1381 (Tex. App.—Houston [14th Dist.] February 22,...more

Winstead PC

Court Affirmed Finding That An Oral Partnership Existed And That A Partner Breached Fiduciary Duties

Winstead PC on

In Harun v. Rashid, two individuals started a restaurant business; one operated the business and the other financed it. No. 05-16-00584-CV, 2018 Tex. App. LEXIS 231 (Tex. App.—Dallas January 9, 2018, no pet. history)....more

Jackson Walker

Dallas Court of Appeals Reverses Landmark Judgment on Common Law Partnership and Joint Venture Claims

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On July 18, 2017, the Dallas Court of Appeals issued its long-awaited decision in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P., reversing the Dallas County District Court’s judgment that awarded ETP...more

Allen Matkins

Partnership Dissolution And A Chief Judge’s Lament

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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

Porter Hedges LLP

Business Litigation Alert: "Will Texas Change the Recovery of Attorneys' Fees in 2017?"

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The general rule in Texas is that litigants must pay their own attorneys’ fees. Texas only allows the recovery of attorneys’ fees where it is authorized by statute, called for in the contract between the parties, or – in rare...more

Pullman & Comley, LLC

Appellate Court Notes

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Supreme Court Advance Release Opinions: SC19493 - Standard Oil of Connecticut, Inc. v. Administrator, Unemployment Compensation Act - SC19493 Dissent - Standard Oil of Connecticut, Inc. v. Administrator,...more

Morris James LLP

Court Of Chancery Limits Fiduciary Claims Based On A Contract

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A recurring problem in Delaware jurisprudence is whether breach of contract and fiduciary duty claims may proceed simultaneously....more

Snell & Wilmer

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

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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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