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Motion to Dismiss › Business Litigation › Business Divorce

Farrell Fritz, P.C.

Business Appraiser Liability? That’s a New One.

Farrell Fritz, P.C. on

We’ve written about accountant liability. We’ve written about bookkeeper liability. A carefully crafted complaint can state viable claims for either. But business appraiser liability?...more

Farrell Fritz, P.C.

A Lesson In Drafting Capital Call Provisions

Farrell Fritz, P.C. on

Those of us who follow the Delaware Chancery Court’s output are regularly treated to lengthy, detailed, finely crafted opinions sometimes in excess of 100 pages. Opinions of that length from our New York state court judges...more

Farrell Fritz, P.C.

The Evidenceless Petition to Dissolve

Farrell Fritz, P.C. on

It’s hard not to feel sorry for the petitioner in Fernandes v Matrix Model Staffing, Inc., Decision and Order, Index No. 160294/2021 [Sup Ct, NY County Apr. 20, 2022]. In Fernandes, Manhattan Supreme Court Justice Frank...more

Winstead PC

Exiting Member of LLC May Still Owe Fiduciary Duties

Winstead PC on

In Villareal v. Saenz, two co-owners of a limited liability company sued each other regarding conduct surrounding a business divorce. 5-20-CV-00571-OLG-RBF, 2021 U.S. Dist. LEXIS 94183 (W.D. Tex. May 18, 2021). After the...more

Farrell Fritz, P.C.

Resignation: Antidote for Internal Dissention and Deadlock?

Farrell Fritz, P.C. on

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.

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?

Farrell Fritz, P.C. on

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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