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Blockbuster movies follow varied plotlines—some tragic, some heartwarming, some a mix. Often they are based on human dramas. In the real world, fiduciary relationships can set the proverbial stage for unwelcomed high drama,...more
The Texas Supreme Court has provided clarity on the fiduciary duties between business partners, particularly in the context of limited partnerships. The case, Bertucci v. Watkins, involved a dispute between two business...more
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
Statutes of limitations limit the time within which a defendant can be held liable for any type of alleged wrongdoing. Plaintiffs who do not pursue their rights within the limitations period will find the courthouse doors...more
Commercial Division litigators are keenly aware of CPLR 3215’s proof requirements. We can recite in our sleep the need to submit (1) proof of service, (2) proof of default, (3) the amount due, and (4) facts constituting the...more
Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more
Business partnerships are built on the trust and loyalty of their participants. Without mutual coordination and honesty among all involved, tensions will inevitably arise that could derail a partnership’s success. The...more
Part Three of a Series Payne & Fears’ Business Litigation Group helps businesses and their owners with wide-ranging disputes. In our practice, we’ve noticed that in disputes among business partners there are common issues...more
California’s statutes governing LLCs and general partnerships include “safe harbor” provisions making it easier for third parties to rely on the apparent authority of an LLC’s manager or a partnership’s partner. The statutes...more
In re Cellular Telephone P’ship Litig., Coordinated C.A. No. 6885-VCL (Del. Ch. Mar. 9, 2022) - A controller that stands on both sides of a freeze-out transaction has the burden to prove that its acquisition was entirely...more
In Power v. Power, one brother sued the other brother for breach of fiduciary duty related to their partnership in real estate investing. No. 05-19-01557-CV, 2022 Tex. App. LEXIS 2926 (Tex. App.—Dallas May 3, 2022, no pet....more
Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Nov. 12, 2021) - If a partnership agreement requires an opinion of counsel as a condition precedent, such opinion must be rendered...more
David F. Johnson co-presented “Minority Investor Rights in Private Companies: Buy-Sell Agreements, Court-Ordered Buyouts, Breach of Fiduciary Duty” for a nationwide audience for Stafford Webinars on January 20, 2021. David...more
It is an old saw that partners, co-venturers, and insiders to closely held businesses owe fiduciary duties of loyalty and due care when dealing with one another. Importantly, these fiduciary duties modify the common law of...more
Hawkins v. Daniel, C.A. No. 2021-0453-JTL (Del. Ch. Aug. 24, 2021) - The Delaware courts utilize several doctrines to address motions to dismiss or stay in favor of related litigation, including McWane and Cryo-Maid, all...more
In Cohen v. Newbiss Prop., a limited partner sued a transferee of real property for aiding and abetting breach of fiduciary duty and conspiracy to breach fiduciary duty. No. 01-19-00397-CV, 2020 Tex. App. LEXIS 9190 (Tex....more
In Jacobs v Cartalemi, now the leading case on the subject of LLC member withdrawal (which our firm had the pleasure of litigating), the Appellate Division – Second Department repeated a well-established principle of law:...more
In 77 Charters, Inc. v. Gould et al.., C.A. No. 2019-0127-JRS (Del. Ch. May 18, 2020), 77 Charters, Inc. (“Plaintiff”) brought suit against defendants Jonathan Gould (“Gould”), Stonemar MM Cookeville, LLC (“Stonemar MM”),...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
Though challenges to Business Court designations, i.e. subject matter jurisdiction, are relatively common (see, e.g., Business Court Retains Case Even After ‘Jurisdictional Hook’ Claim is Dismissed), challenges to personal...more
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
On January 31, 2020, the Texas Supreme Court (the “Court”) affirmed the 2017 judgment of the Dallas Court of Appeals that Texas law upholds the rights of contracting parties to agree not to be partners unless certain...more
In Energy Transfer Partners, L.P. v. Enter. Prods. Partners, L.P., one pipeline company sued another for breaching a duty of loyalty that allegedly arose out of a partnership to develop a pipeline. No. 17-0862, 2020 Tex....more
Disputes often arise over whether parties have agreed to, or by their conduct they have, committed themselves to a transaction. On January 31, 2020, the Texas Supreme Court delivered its decision in Energy Transfer Partners,...more
On June 28, 2019, the Texas Supreme Court agreed to review a ruling from the Fifth Court of Appeals in Dallas in the case of Energy Transfer Partners LP et al. v. Enterprise Products Partners LP et al, No. 529 S.W.3d 531...more