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Motion to Dismiss › Fiduciary Duty › Business Divorce

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 Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine

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Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for...more

Farrell Fritz, P.C.

Business Appraiser Liability? That’s a New One.

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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

Winstead PC

Exiting Member of LLC May Still Owe Fiduciary Duties

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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

Winstead PC

Business Divorce: 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)....more

Farrell Fritz, P.C.

How Not to Start a Corporate Dissolution Proceeding

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Strict procedural rules apply to corporate dissolution proceedings in New York, a difficult truth learned the hard way by a five-time rejected, would-be dissolution petitioner in a recent decision by Bronx County Supreme...more

Farrell Fritz, P.C.

Third Time’s Not a Charm in LLC Dissolution Case

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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.

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

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Much digital ink has been spilled on this blog and elsewhere (Tom Rutledge’s terrific article can be read) concerning the ability of LLC controllers to adopt or amend an operating agreement without the consent of all members....more

Farrell Fritz, P.C.

Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour

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When three gentlemen in their mid-eighties, one of whom is in a nursing home with failing health and onset dementia, are the key players in a disputed shareholder buy-out transaction, what are the odds they’ll all be around...more

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