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Commercial Court Business Divorce

Farrell Fritz, P.C.

The Legal Ramen-ifications of Dissolving a New York LLC Over Noodle Choices

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The last time we featured a notable decision on a claim for dissolution of a restaurant-operating LLC was in 2017, with a post by Frank McRoberts titled, “LLC’s Purpose Being Achieved?  Business Doing Fine?  Good Luck Getting...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Holds Corporate Directors May Be Individually Liable When Informally Dissolved Company Forgoes Notice to...

In Morse v. LoveLive TV US, Inc., a recent decision by Justice Robert R. Reed of the New York County Commercial Division, the Court denied a defendant’s motion to dismiss, holding that where it is impossible or futile to...more

Farrell Fritz, P.C.

“Informal Dissolution” and Individual Liability

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Section 1007 of the Business Corporation Law (the “BCL”) has a procedure for dissolved corporations to publish “notice requiring all creditors and claimants . . . to present their claims in writing and in detail at a...more

Farrell Fritz, P.C.

Winter Case Notes: Dissolution of Not-For-Profit Corporation and Other Decisions of Interest

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Here in the New York metro area, for the first time in years winter is living up to its name. The snow-plowed streets and sub-freezing temperatures are a natural setting for this sixth annual edition of Winter Case Notes in...more

Farrell Fritz, P.C.

Two Entities, Two Outcomes: Withdrawal and the Right to an Accounting

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In Jacobs v Cartalemi, now the leading case on the subject of LLC member withdrawal (which our firm had the pleasure of litigating), the Appellate Division – Second Department repeated a well-established principle of law:...more

Farrell Fritz, P.C.

Bending the Rules of Standing: The De Facto Merger Doctrine

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Business Divorce 101: To be entitled to an accounting of a closely-held business, the plaintiff or petitioner must demonstrate the existence of a fiduciary relationship giving rise to a duty to account....more

Farrell Fritz, P.C.

Death of Limited Partner Disarms Derivative Action

Farrell Fritz, P.C. on

I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more

Farrell Fritz, P.C.

Another Door Closes to Federal Court in Judicial Dissolution Cases

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Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Farrell Fritz, P.C.

Gull Wing Takes Flight, Pleading Gets Stricken

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In litigation, the term “spoliation” generally refers to loss or destruction of evidence. Spoliation can involve physical evidence, paper documents, or electronic data. Spoliation can be intentional or unintentional....more

Farrell Fritz, P.C.

Ambiguous Advancement Provision Favors Former Officer and Director

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I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more

Farrell Fritz, P.C.

A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench

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Earlier this year, to honor the retirement of former Manhattan Commercial Division Justice Shirley Werner Kornreich, we published a special retrospective of some of her most notable business divorce decisions. ...more

Farrell Fritz, P.C.

Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day

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Lawyers are famous for arguing seemingly inconsistent positions at the same time. We practitioners lovingly refer to the technique as “arguing in the alternative.” The famous Texas trial lawyer, Richard “Racehorse” Haynes,...more

Farrell Fritz, P.C.

One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?

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We call it deadlock dissolution when a 50% shareholder of a close corporation, who claims to be at an impasse with the other 50% shareholder, asks the court to dissolve and liquidate the corporation....more

Farrell Fritz, P.C.

Rare Partnership Dissolution Decision Applies Deadlock Standard to Dissolution Under Partnership Law

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As LLCs have become the dominant form of closely-held business in New York, cases involving dissolution of partnerships have become more and more rare. Section 63 of the Partnership Law is the statute governing judicial...more

Patterson Belknap Webb & Tyler LLP

Special Proceeding Seeking a Judicial Decree to Dissolve an LLC

In Advanced 23, LLC v. Chambers House Partners, LLC, No. 650025/2016, 2017 BL 462831 (NY. Sup. Ct. Dec. 15, 2017), Justice Saliann Scarpulla of the Commercial Division ruled that Advanced 23, LLC (“Advanced”) and David...more

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