News & Analysis as of

Limited Liability Company (LLC) Declaratory Judgments

Neal, Gerber & Eisenberg LLP

Amazon APEX Complaints Convey Personal Jurisdiction in Amazon Seller’s Forum

Most reputable online marketplaces have long offered policing programs to address counterfeiting of registered copyrights and trademarks. The copyright or trademark owner needs only to provide the marketplace with a copy of...more

Fox Rothschild LLP

Friends, Family, and Partnerships: a Litigation Tale as Old as Time

Fox Rothschild LLP on

“Ray Reason, along with his aunt and uncle, decided to go into business with Gerald Barfield, a family friend who was a real estate developer.” When that’s a line in a holiday card letter of how the year went, it...more

Fox Rothschild LLP

A Member of a Delaware LLC Can Withdraw Their Membership by Implied Agreement

Fox Rothschild LLP on

The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the LLC does not have a written operating agreement....more

Haug Partners LLP

When Sending a Cease and Desist Letter Establishes Personal Jurisdiction

Haug Partners LLP on

A patentee may establish “minimum contacts” in a forum, thus subjecting itself to specific personal jurisdiction, by sending a cease and desist letter to the forum. Precedent concerning this issue has been evolving....more

Patterson Belknap Webb & Tyler LLP

Commercial Division Declines to Dismiss Claim Seeking to Invalidate Delaware LLC Member’s Exercise of a Put Option Amidst...

In GMX Technologies, LLC v. Pegasus Capital Advisors, L.P., Justice Andrea Masley of the New York County Commercial Division denied Defendants Pegasus Capital Advisors, L.P. (“Pegasus”) and The Leiber Group Inc.’s (“Leiber”)...more

Patterson Belknap Webb & Tyler LLP

Second Department Affirms Decision Declaring Invalid an Assignment of an LLC Interest

In Behrend v. New Windsor Group, LLC, the Second Department affirmed the denial of Plaintiff Julius Behrend’s (“Behrend”) motion for summary judgment in his action seeking a declaratory judgment that he held a membership...more

Morris James LLP

Court of Chancery Awards Fair Value to Forced-Out LLC Member

Morris James LLP on

Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Del. Ch. Aug. 13, 2018) - An LLC agreement may provide what payout a departing member receives for his or her interest. It also may provide that a member may be forced to...more

Farrell Fritz, P.C.

Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest

Farrell Fritz, P.C. on

The sudden death of Alexander Calderwood, the brilliant but troubled co-founder of the Ace brand of hotels, resulted in some fierce litigation between Calderwood’s estate and Calderwood’s LLC co-member over the nature of his...more

Farrell Fritz, P.C.

Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

Farrell Fritz, P.C. on

When the tsunami of LLC enabling statutes swept the U.S. in the late ’80s and early ’90s, including New York in 1994, many included a default rule authorizing as-of-right member withdrawal and payment for the “fair value” of...more

Farrell Fritz, P.C.

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Morris James LLP

Court Of Chancery Requires SLC Member Be A “Director”

Morris James LLP on

Under the famous Zapata decision, a board of directors may take control of a derivative case, provided it meets the test set out in that opinion. But may such a board, or the managers in an LLC, delegate that authority to a...more

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