Operating Agreements, Dissolution, Judicial Dissolution

Resolving Partnership Disputes in Restaurants: Key Legal Considerations

Davidoff Hutcher & Citron LLP on 9/2/2025

Partnership disputes are common in the restaurant industry, where high-stress environments, financial pressures, and differing business visions can create tension between partners. If not handled properly, these disputes can...more

To Moot a Statutory Buyout, LLC’s Dissolution Must be Valid Under its Operating Agreement

Patton Sullivan Brodehl LLP on 7/26/2024

In 2022, The LLC Jungle covered the opinion Friend of Camden, Inc. v. Brandt in a post titled LLC Dissolution Vote Defeats Statutory Buyout. In the Friend of Camden case, the Court of Appeal held that an LLC membership vote...more

Did Chancery Court Just Crack Open the Door to Equitable Dissolution of LLCs?

Farrell Fritz, P.C. on 7/22/2024

Delaware Chancery Court’s contractarian approach to all things LLC, embedded statutorily in Section 18-1101(b) of the Delaware LLC Act (“It is the policy of this chapter to give the maximum effect to the principle of freedom...more

Anti-Dissolution Provisions and Public Policy

Farrell Fritz, P.C. on 3/14/2022

In Congel v Malfitano, New York’s highest court wrote that business partners are free to include in partnership contracts practically “any agreement they wish,” including about “the means by which a partnership will dissolve,...more

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on 4/19/2021

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

The Purposeless Purpose Clause Rides Again

Farrell Fritz, P.C. on 9/28/2020

“The Company is formed for any valid business purpose” Nine seemingly benign words in the garden-variety operating agreement of a realty holding LLC. Nine words that, as one judge opined under similar circumstances some...more

LLC Survives Member’s Death. Dissolution Petition Doesn’t.

Farrell Fritz, P.C. on 11/18/2019

In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

Farrell Fritz, P.C. on 9/23/2019

The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

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

Farrell Fritz, P.C. on 2/6/2018

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

Operating Agreements › Dissolution › Judicial Dissolution

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