News & Analysis as of

Breach of Contract › Business Disputes › Limited Liability Company (LLC)

Farrell Fritz, P.C.

Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

Farrell Fritz, P.C. on

There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more

Davidoff Hutcher & Citron LLP

Enforcing Operating Agreements in Restaurant LLCs: Common Pitfalls and Solutions

Davidoff Hutcher & Citron LLP on

A well-drafted Operating Agreement is crucial for restaurant LLCs, setting clear rules for ownership, management, and dispute resolution. However, even the best agreements can become a source of conflict if not properly...more

Farrell Fritz, P.C.

Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant

Farrell Fritz, P.C. on

It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It’s not uncommon for the restaurant partners to fight over the control of the restaurant....more

Kohrman Jackson & Krantz LLP

Breach of Trust? Baker Mayfield Sues Father in $12 Million Business Dispute

Kohrman Jackson & Krantz LLP on

On November 22, 2024, NFL star Baker Mayfield, his wife Emily Mayfield, and their business entity Team BRM, LLC (collectively, “Plaintiffs”), filed a lawsuit in the United States District Court, Western District of Texas,...more

Farrell Fritz, P.C.

New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”

Farrell Fritz, P.C. on

Last week, the Manhattan-based Appellate Division, First Department, handed down one of the more intriguing decisions by a New York court I’ve seen in a long time involving a dispute between LLC members....more

Farrell Fritz, P.C.

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach...

Farrell Fritz, P.C. on

Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more

Farrell Fritz, P.C.

The Operating Agreement Controls, Unless Public Policy Says Otherwise

Farrell Fritz, P.C. on

Two principles often guide courts’ interpretation and enforcement of contracts.  First, courts respect parties’ freedom of contract, mostly.  So long as an agreement is not illegal or violative of a strong public policy,...more

Farrell Fritz, P.C.

Valuation Decision Finds LLC “Worthless, Worthless, Worthless”

Farrell Fritz, P.C. on

Justice Masley’s valuation decision in Quattro Parent LLC v Rakib, 2022 NY Slip Op 30190(U) [Sup Ct, NY County Jan. 14, 2022] is noteworthy for two reasons. First, it is an extraordinarily rare example of a business...more

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