A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and...more
Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place deciding when to pull the trigger on a lawsuit....more
How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more
The lion’s share of cases we write about on New York Business Divorce involve consummated business relationships where the warring parties have clearly chosen the particular entity form governing their relations, whether it...more
The universe works in mysterious ways. Four days ago, when I sat down to write this article, my plan was to feature a decision from Manhattan Commercial Division Justice Andrea J. Masley denying dismissal of a closely-held...more
For most business divorce litigants, a dispositive win on the merits, even in a summary proceeding, can take years. Appraisal proceedings following a cash-out merger, for example, may involve multiple years of difficult...more
10/10/2022
/ Business Divorce ,
Commercial Litigation ,
CPLR ,
EB-5 ,
Foreign Investment ,
Limited Partnerships ,
Mergers ,
Net Profits ,
Partnership Agreements ,
Real Estate Development ,
Summary Judgment ,
Use of Proceeds
Closely-held business owners often hope to avoid the costs and delays of litigation by including arbitration provisions in their partnership, shareholder, and operating agreements. Things can get tricky, though, when...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
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
7/6/2021
/ Breach of Contract ,
Business Disputes ,
Business Divorce ,
Contract Terms ,
Decriminalization of Marijuana ,
Emerging Growth Companies ,
Investment Opportunities ,
Letters of Intent ,
Marijuana ,
Marijuana Related Businesses ,
Partnership Agreements ,
Partnerships ,
Private Equity ,
Startups
Oral agreements to form and operate business enterprises are a recurring subject of this blog. We’ve written many times, for example, about the comparative ease vis-a-vis other kinds of entities with which one can...more
3/15/2021
/ Breach of Duty ,
Business Divorce ,
Business Formation ,
Business Litigation ,
Fiduciary Duty ,
Fraudulent Conveyance ,
Joint Venture ,
Operating Agreements ,
Oral Contracts ,
Partnership Agreements ,
Unjust Enrichment
Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more
8/24/2020
/ Business Disputes ,
Business Divorce ,
Contract Terms ,
Covered Transactions ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Oral Argument ,
Partnership Agreements ,
Partnerships ,
Shareholders ,
Unenforceable Contract Terms
One of the great ironies of New York business divorce litigation is that so much of it involves the breakup of law firms. Perhaps it’s because New York is the center of the legal universe and the home state of thousands of...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
...So you, or your client, have found yourself in an appraisal proceeding. The question then becomes: What are the legal rules, principles, and standards that apply in the valuation proceeding itself? That is the subject of...more
8/6/2018
/ Appraisal ,
Appraisal Rights ,
Business Valuations ,
Buyouts ,
Corporate Dissolution ,
Fair Market Value ,
General Corporation Law ,
Limited Liability Company (LLC) ,
Mergers ,
Partnership Agreements ,
Partnerships ,
Shareholders
Last month, seasoned business appraiser Andy Ross of Getty Marcus CPA, P.C., and I made a presentation at the Nassau County Bar Association about appraisal proceedings in business divorce cases. With the subject of business...more
7/9/2018
/ Appraisal ,
Appraisal Rights ,
Business Valuations ,
Buyouts ,
Corporate Dissolution ,
Fair Market Value ,
General Corporation Law ,
Limited Liability Company (LLC) ,
Mergers ,
Partnership Agreements ,
Partnerships ,
Shareholders
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
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