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Breach of Contract › Business Litigation › Business Disputes

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

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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

Carlton Fields

Fifth Circuit Reverses Decision Denying Motion to Compel International Arbitration

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The Fifth Circuit Court of Appeals recently reversed a district court’s denial of a motion to compel arbitration, concluding that the contract between the parties evinced an intent to arbitrate even if the purported arbitral...more

Farrell Fritz, P.C.

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

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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

Carlton Fields

Second Circuit Rejects Challenge to Arbitration Award

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The Second Circuit Court of Appeals recently rejected an attempt to vacate an arbitration award related to a maritime contract....more

Kohrman Jackson & Krantz LLP

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

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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

Vinson & Elkins LLP

Texas Business Court Could Make Litigation Faster, More Efficient

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Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas...more

Troutman Pepper Locke

Federal Courts and Cannabis Disputes: A New Perspective from Bartch v. Barch

Troutman Pepper Locke on

On February 1, 2024, Senior United States District Judge R. Brooke Jackson of the United States District Court for the District of Colorado denied Mackie A. Barch (Mackie) and Trellis Holdings Maryland, Inc. (Trellis and...more

Carlton Fields

Court Refuses to Compel Arbitration Based on Dissolution of Arbitral Forum

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The U.S. District Court for the Eastern District of Louisiana recently refused to compel arbitration on the ground that the arbitral forum had ceased to exist and that a purported replacement forum was not the same forum and...more

Freiberger Haber LLP

Third-Party Beneficiaries and Contract Interpretation

Freiberger Haber LLP on

In Stagen v. Neu, 2023 N.Y. Slip Op. 06105 (1st Dept. Nov. 28, 2023), the Appellate Division, First Department addressed an issue of contract interpretation involving a word in a settlement agreement that most readers would...more

Stikeman Elliott LLP

Limitations on Good Faith Damages: No Presumption of Loss for Breach of Honest Performance

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In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...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

Conn Kavanaugh

Backstage Pass: What Lawsuit Pleadings Tell Us About Life In A Rock And Roll Band

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In a lawsuit filed in California last year, Journey guitarist Neal Schon alleged that bandmate Jonathan Cain had denied him access to the group’s corporate credit card. Cain alleged in a cross-complaint that Schon’s prior...more

Carlton Fields

Supreme Court of Wyoming Confirms Arbitration Award

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The Supreme Court of Wyoming recently rejected claims by a party that had largely prevailed in arbitration, but asserted that it should have received its fees, and that the arbitrator incorrectly decided several issues....more

Gray Reed

Beware Assignor: Own the Leases Before You Reserve the Override

Gray Reed on

Let’s begin with a quiz. Armour purchases non-recourse mortgage notes, becoming a lienholder in 99 oil and gas leases and 13 wells; fails to record the transfer documents in the real property records; assigns the leases to...more

Farrell Fritz, P.C.

But What of the Equitable Accounting?

Farrell Fritz, P.C. on

I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for 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

Farrell Fritz, P.C.

All You Need Is Love… And An Articulable Nexus Of Fraud

Farrell Fritz, P.C. on

What can you do when the parties you are suing are effectively judgment-proof? Oftentimes, plaintiffs will try to go after a defendant’s family member or related entity. ...more

Farrell Fritz, P.C.

New York Yankees Up to Bat in the Commercial Division Against Former Minor League Affiliate

Farrell Fritz, P.C. on

A few weeks ago, my colleague, Madeline Greenblatt, wrote a blog about a $1.75 million breach of contract action brought against Bob Dylan in the Manhattan Commercial Division. In her blog, Madeline reminded practitioners...more

FordHarrison

Non-Compete News: – Georgia Court Interprets Non-Compete Statute's "Sale-of-a-Business" Provision

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Georgia’s Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) (“RCA”) governs Georgia non-compete agreements entered into after May 2011. Very few courts have interpreted the RCA since its inception. In Bearoff v. Craton,...more

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