Contract Disputes, Appeals, Limited Liability Company (LLC)

Delaware Court of Chancery Invalidates Noncompete Provision Found in Typical Sponsor Equity Documents

Troutman Pepper Locke on 8/13/2025

In Weil Holdings II, LLC, v. Jeffrey Alexander, DPM, the Delaware Court of Chancery struck down a noncompete provision contained in the LLC agreement of a sponsor-backed portfolio company, finding the provision unreasonable...more

Bankruptcy Property Deal Devolves Into Mess of Contract and Fiduciary Duty Claims

Patton Sullivan Brodehl LLP on 7/30/2025

The bankruptcy process is often straightforward: the debtor’s debts are discharged, creditors take a haircut of varying degrees, and life moves on. But some bankruptcy proceedings give birth to complicated agreements that...more

Court of Appeals Upholds Contract Merger Clause

Cadwalader, Wickersham & Taft LLP on 5/30/2025

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Alabama Supreme Court Update: Decisions from April 11, 2025

Maynard Nexsen on 4/14/2025

The Alabama Supreme Court issued its weekly release list on Friday, April 11. The opinions of interest to the Alabama business community include the following...more

Anti-Dissolution Provisions and Public Policy

Farrell Fritz, P.C. on 3/14/2022

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

LLC Survives Member’s Death. Dissolution Petition Doesn’t.

Farrell Fritz, P.C. on 11/18/2019

In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more