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Fiduciary Duty › Real Estate Development › Operating Agreements

Farrell Fritz, P.C.

Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third Department

Farrell Fritz, P.C. on

Join me if you know this refrain: In New York, deadlock is not an independent ground for LLC dissolution. But… Almost exactly two years ago from today, Peter Mahler published a post titled: “Has the Time Come for...more

Farrell Fritz, P.C.

Never the Twain Shall Meet: Damages Claims Do Not Offset the Purchase Price in Buy-Sell Agreements

Farrell Fritz, P.C. on

Nestled between Broadway and Church Street in New York City’s hottest neighborhood is the landmarked, stone-façade building at 66-68 Reade Street.  Now marketed as the superluxury boutique condominium complex 66 Reade, the...more

Farrell Fritz, P.C.

Managing Members of Realty Holding LLCs Vanquish Self-Dealing Claims

Farrell Fritz, P.C. on

Managing members of manager-managed New York LLCs owe default fiduciary duties of loyalty and care to non-managing members. Those duties can be modified by the operating agreement....more

Farrell Fritz, P.C.

The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited

Farrell Fritz, P.C. on

In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more

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