News & Analysis as of

Limited Liability Company (LLC) Contract Disputes

Farrell Fritz, P.C.

Anti-Dissolution Provisions and Public Policy

Farrell Fritz, P.C. on

In Congel v Malfitano, New York’s highest court wrote that business partners are free to include in partnership contracts practically “any agreement they wish,” including about “the means by which a partnership will dissolve,...more

Farrell Fritz, P.C.

Court Cancels Capital Call For Want of a Postage Stamp

Farrell Fritz, P.C. on

Who says email is more efficient and cheaper than regular mail? - Not the manager of the McGuire family real estate business after winning a lower court ruling only to see it reversed on appeal last month in a decision...more

Patton Sullivan Brodehl LLP

Determining Membership in an LLC: sometimes it’s not as easy as it should be

LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating agreement will impose...more

Farrell Fritz, P.C.

WIll the Pandemic Be a Boon for Future LLC Dissolution Claimants?

Farrell Fritz, P.C. on

The ongoing coronavirus / COVID-19 pandemic has quite literally impacted everyone and everything in New York, including the courts, which were forced to temporarily cease non-essential functions. The result was a short-lived...more

Stinson - Corporate & Securities Law Blog

“Sole Discretion” Language in LLC Agreement does not Eliminate Fiduciary Duties

The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al.  The dispute was among members of a Delaware limited liability company, Skye Mineral...more

Farrell Fritz, P.C.

The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed

Farrell Fritz, P.C. on

The case of Shapiro v Ettenson ranks as one of the more consequential ones in the realm of New York’s LLC jurisprudence....more

Farrell Fritz, P.C.

LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO

Farrell Fritz, P.C. on

In the end, it wasn’t much of a fight. The case of Huggins v Scott, decided last month by Justice W. Franc Perry of the Manhattan Supreme Court, illustrates anew the well-nigh insurmountable hurdle faced by a minority...more

Farrell Fritz, P.C.

LLC Survives Member’s Death. Dissolution Petition Doesn’t.

Farrell Fritz, P.C. on

In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more

Robins Kaplan LLP

Delaware Supreme Court Increases Damages from $1 to $126 Million, Holds Chancery Misapplied Efficient Breach Doctrine

Robins Kaplan LLP on

On May 2, 2019, Justice Traynor authored a unanimous opinion in which the Supreme Court of Delaware, sitting en banc, reversed a decision by Vice Chancellor Laster of the Delaware Court of Chancery awarding Leaf Invenergy...more

Winstead PC

Court Finds That Breach Of Fiduciary Duty Claims Is Preempted By Trade Secrets Claim

Winstead PC on

In Super Starr Int’l, LLC v. Fresh Tex Produce, LLC, a Texas entity that distributes produce throughout the United States filed suit against another Texas entity that imports foreign grown produce into the United States and...more

Morris James LLP

Chancery Dismisses Complaint for Failure to Allege Noncompliance

Morris James LLP on

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

Morris James LLP

Inconsistent Positions Appear to Contribute to Interlocutory-Appeal Denial

Morris James LLP on

In The Renco Group v. MacAndrews AMG Holdings LLC (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery denied a motion for interlocutory appeal of a decision dismissing the plaintiff's breach of fiduciary duty, aiding and...more

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