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Motion to Dismiss › Business Divorce › Judicial Dissolution

Farrell Fritz, P.C.

Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member Disputes

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Welcome to this 15th annual edition of Summer Shorts. This year’s edition features brief commentary on a trio of recent decisions by New York courts in business divorce cases, all involving LLCs, including: A relatively...more

Farrell Fritz, P.C.

A Case of LLC Withdrawal Symptoms

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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

Farrell Fritz, P.C.

Resignation: Antidote for Internal Dissention and Deadlock?

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There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more

Farrell Fritz, P.C.

Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

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What makes someone a member of an LLC? It’s a question that frequently arises in business divorce cases involving LLCs that have no written operating agreement much less certificated membership interests. ...more

Farrell Fritz, P.C.

Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC

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Many thousands of closely held corporations, limited liability companies, and limited partnerships formed under Delaware law (and, to a much lesser extent, other foreign states) make their home in New York....more

Farrell Fritz, P.C.

Third Time’s Not a Charm in LLC Dissolution Case

Farrell Fritz, P.C. on

As it approaches its sixth anniversary with little sign of letting up, the highly contentious litigation between brothers and business partners NIssim and Avraham Kassab is the gift that keeps on giving, at least to us...more

Farrell Fritz, P.C.

The Purposeless Purpose Clause Makes a Comeback — Or Does It?

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The test for judicial dissolution of LLCs under LLC Law § 702, as laid down in 1545 Ocean Avenue, initially asks whether the managers are unable or unwilling to reasonably permit or promote realization of the LLC’s “stated...more

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