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Investors › Breach of Contract › Limited Liability Company (LLC)

Morris James LLP

Chancery Upholds Expulsion of LLC Investor, Awards Fees and Expenses Caused by Breach

Morris James LLP on

PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

Cadwalader, Wickersham & Taft LLP on

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of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Wiley Rein LLP

Prior Demand for Books and Records Unrelated to Subsequent Arbitration Brought by Same Claimants

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Applying Illinois state law, the Appellate Court of Illinois has held that two lawsuits against insureds did not allege Related Wrongful Acts sufficient to render the two lawsuits a single, related claim under the D&O...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

Patterson Belknap Webb & Tyler LLP

Commercial Division Declines to Dismiss Claim Seeking to Invalidate Delaware LLC Member’s Exercise of a Put Option Amidst...

Patterson Belknap Webb & Tyler LLP on

In GMX Technologies, LLC v. Pegasus Capital Advisors, L.P., Justice Andrea Masley of the New York County Commercial Division denied Defendants Pegasus Capital Advisors, L.P. (“Pegasus”) and The Leiber Group Inc.’s (“Leiber”)...more

Morris James LLP

Delaware Supreme Court Clarifies When LLC Agreement Makes A Contract Void

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CompoSecure LLC v. Cardux LLC, C.A. No. 177,2018 (Del. November 7, 2018) - This is an important decision because it holds that an LLC agreement may make a contract void for failure to comply with the required provisions in...more

Morris James LLP

Court of Chancery Awards Fair Value to Forced-Out LLC Member

Morris James LLP on

Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Del. Ch. Aug. 13, 2018) - An LLC agreement may provide what payout a departing member receives for his or her interest. It also may provide that a member may be forced to...more

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