News & Analysis as of

Breach of Contract › Right of First Refusal

Orrick, Herrington & Sutcliffe LLP

FDIC wins dismissal of individual’s claim of right of first refusal

Orrick, Herrington & Sutcliffe LLP on

On August 11, U.S. SDNY granted the FDIC’s motion to dismiss in a breach of contract case alleged by an individual against the FDIC, acting as receiver for a bank. The plaintiff, a real estate investment firm manager, alleged...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

Cadwalader, Wickersham & Taft LLP

ABCD ... ROFR and SLL June 2022 - The Strengths of Rights of First Refusal

Cadwalader, Wickersham & Taft LLP on

On March 30, 2022, the New York State Supreme Court, New York County (the “Court”) decided in Times Square JV LLC v. Walber Broadway LLC that a ground lease-tenant that is in default under the ground lease for failure to pay...more

Stinson - Corporate & Securities Law Blog

Court Examines Complexities of ROFR Right

Stinson - Corporate & Securities Law Blog on

In HUMC Holdco, LLC et al v. MPT of Hoboken TRS, LLC et al, the Delaware Court of Chancery examined numerous complexities attendant to an alleged violation of a right of first refusal in an LLC Agreement in connection with a...more

Farrell Fritz, P.C.

A Case of LLC Withdrawal Symptoms

Farrell Fritz, P.C. on

I was especially drawn to the case I’m about to introduce involving LLC member withdrawal, owing to the Jacobs v Cartalemi case that I litigated to a successful conclusion about two years ago, also involving member...more

Lewitt Hackman

FRANCHISEE 101: To First Refuse, or Not to Refuse

Lewitt Hackman on

A franchisee looking to transfer assets of a franchised business may be subject to the franchisor's right of first refusal, the franchisor's option to purchase the business, or both, depending on the language of a franchise...more

McCarter & English, LLP

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

McCarter & English, LLP on

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

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