Limited Liability Company (LLC), Dissolution, Partnerships

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

Farrell Fritz, P.C. on 1/27/2025

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

Recent Appellate Rulings Address Novel Issues in General Partnership Disputes

Farrell Fritz, P.C. on 9/23/2024

The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more

Special Considerations for Law Firm Breakups

Farrell Fritz, P.C. on 7/8/2024

Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...more

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach...

Farrell Fritz, P.C. on 5/30/2023

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

The Doctrine of Tax Estoppel in Ownership Status Disputes

Farrell Fritz, P.C. on 10/11/2021

Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more

Death of Limited Partner Disarms Derivative Action

Farrell Fritz, P.C. on 2/10/2020

I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more

It’s a Partnership! No, It’s an LLC! No, It’s Both!

Farrell Fritz, P.C. on 7/24/2017

In 1981, three partners formed a general partnership to own and operate a rental property. Their partnership agreement fixed a 30-year term, to 2011. In 2003, the partners formed a new LLC maintaining the same ownership...more

A Pair of Unbrotherly Business Altercations Go to Trial

Farrell Fritz, P.C. on 3/27/2017

Like most civil cases, the vast majority of business divorce disputes get resolved before trial, which is disappointing for us voyeurs since only at trial with live witnesses undergoing cross examination does one get the full...more

The Expansive Breadth and Scope of Arizona’s New Revised Uniform Arbitration Act

Snell & Wilmer on 1/18/2013

Recently, the Arizona Court of Appeals determined that under the 2010 Arizona Revised Uniform Arbitration Act, A.R.S. §12-3001, et seq. (the AZ-RUAA), a contractual agreement to arbitrate extends to: (i) arbitration of claims...more

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