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Real Estate Development Business Litigation

Farrell Fritz, P.C.

Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

Farrell Fritz, P.C. on

There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more

King & Spalding

Southern District of New York Allows Fraudulent Transfer Claims Accusing JPMorgan and Others of Scheme, Dismisses Claims for...

King & Spalding on

On March 27, 2025, the U.S. District Court for the Southern District of New York largely denied a motion to dismiss fraudulent transfer and tortious interference claims arising out of a dispute over the financing and...more

Farrell Fritz, P.C.

Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution

Farrell Fritz, P.C. on

It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited...more

Farrell Fritz, P.C.

Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third Department

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Never the Twain Shall Meet: Damages Claims Do Not Offset the Purchase Price in Buy-Sell Agreements

Farrell Fritz, P.C. on

Nestled between Broadway and Church Street in New York City’s hottest neighborhood is the landmarked, stone-façade building at 66-68 Reade Street.  Now marketed as the superluxury boutique condominium complex 66 Reade, the...more

Farrell Fritz, P.C.

Joint Venture Agreements: For Better or For Worse; In Profit or In Loss

Farrell Fritz, P.C. on

Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more

Farrell Fritz, P.C.

Swing and a Miss: Unopposed LLC Dissolution Claim Denied

Farrell Fritz, P.C. on

In an article from a little over a month ago, we summarized New York’s LLC judicial dissolution statute with the comment, “Breaking up can be hard to do.”...more

Patton Sullivan Brodehl LLP

A Dissolved LLC Can Still Recover Attorney Fees

An LLC Jungle post from last year addressed the issue of whether derivative claims can be pursued for a dissolved LLC.  See: Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC?  The short answer is “yes.”...more

Herbert Smith Freehills Kramer

New York’s Highest Court Finds That Federal Bankruptcy Law Does Not Preempt State Law Tortious Interference Claims in Important...

On Nov. 24, 2020, the State of New York Court of Appeals ruled in favor of Kramer Levin client Sutton 58 Associates LLC (Sutton), an affiliate of Gamma Real Estate, in its $100 million lawsuit brought against real estate...more

Farrell Fritz, P.C.

Pave Paradise, Put Up a Purposeful Parking Lot

Farrell Fritz, P.C. on

Parking lots breed partnership disputes. I’ve litigated them and I’ve written about them, most notably the Kassab saga. I suppose it’s the untapped development potential of parking lots, especially in flourishing downtown...more

Bilzin Sumberg

Public-Private Partnerships and Dispute Resolution

Bilzin Sumberg on

We have extensively written about how public-private partnerships (“P3s”) offer better, more efficient solutions to public infrastructure needs, and about how, given their effectiveness, they’ve become a preferred method for...more

Farrell Fritz, P.C.

Which Statute of Limitations Applies to Your Declaratory Judgment Action?

Farrell Fritz, P.C. on

So your client wants you to file a declaratory judgment action, but you are unsure of whether the applicable statute of limitations has expired. But what is the applicable statute of limitations in a declaratory judgment...more

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