Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for...more
This week’s New York Business Divorce takes us to the Garden State for a delightfully-written, post-trial decision by retired, recalled Appellate Division Judge Clarkson S. Fisher, Jr....more
Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more
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
3/14/2022
/ Appeals ,
Business Divorce ,
Closely Held Businesses ,
Contract Disputes ,
Contract Terms ,
Delaware General Corporation Law ,
Dissolution ,
Judicial Dissolution ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Partnership Agreements ,
Public Policy
In the famous case of Meinhard v Salmon, Justice Benjamin Cardozo wrote in lofty language that lawyers of maltreated business owners have loved to quote ever since that the duty of loyalty among closely-held business owners...more
7/7/2020
/ Appeals ,
Attorney's Fees ,
Breach of Duty ,
Calculation of Damages ,
Common Law Torts ,
Derivative Suit ,
Disgorgement ,
Duty of Loyalty ,
Fiduciary Duty ,
Legal History ,
Self-Dealing
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
2/18/2020
/ Appeals ,
Business Divorce ,
Business Litigation ,
Closely Held Businesses ,
Commercial Court ,
Dissolution ,
Limited Liability Company (LLC) ,
Membership Interest ,
Pro Rata Allocation Rule ,
Shareholder Distributions ,
Standing
Often business owners enter into arbitration agreements because they hope it will result in a speedier, less expensive resolution than litigation to disputes with their co-owners. ...more
Years ago, we wrote about the perils of “impromptu” settlements in business divorce cases – settlements eked out at the courthouse, on the fly, under pressure, during conferences, hearings, or trials. The resulting agreements...more
A basic and well-known principle of partnership law is that, absent an agreement to the contrary, general partners have authority to unilaterally bind the partnership to contracts with third parties....more
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
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
12/27/2017
/ Appeals ,
Business Ownership ,
Contract Terms ,
Decedent Protection ,
Declaratory Judgments ,
Delaware Limited Liability Company Act ,
Discovery ,
Dismissals ,
Estate Claims ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Real Party in Interest ,
Transfer of Interest ,
Wills
A dissolution petitioner received the judicial equivalent of the old quip “Where’s the beef?” in a Brooklyn appeals court decision last week reversing an order dissolving a limited liability company under Section 702 of the...more