The Duplication of Claims Doctrine Strikes Again
- Oct 28 2020
Readers of this Blog know that, as a general matter, New York courts will not permit a fraud-based claim (i.e., fraudulent inducement) to survive a motion to dismiss when the …
Category: Business Divorce
Under New York and Federal Law, Appraisal Agreements Are Enforced as If They Were Arbitration Agreements
- May 13 2020
An appraisal is the valuation of property, such as a business, stock in a private company, real estate, collectibles, antiques, or other valuables, by an authorized (and neutral) person. Appraisals …
When the Pleading Makes It Difficult to Determine the Causes of Action Being Pled
- Sep 30 2019
The title of this post comes from the observation Justice Saliann Scarpulla made in Jobar Holding Corp. v. Halio, 2019 N.Y. Slip Op. 32813(U) (Sup. Ct., N.Y. County Sept. 23, …
Does Profitability Matter in the Context of Judicial Dissolution Under BCL § 1104?
- Aug 29 2019
New York’s Business Corporation Law (“BCL”) provides shareholders owning 50% or more of a corporation two paths to judicial dissolution: a) BCL § 1104 – deadlock at the board or …
Fraudulent Concealment and the Failure to Allege a Duty to Disclose
- Jul 25 2019
On July 18, 2019, Justice Joel M. Cohen of the Supreme Court, New York County, Commercial Division, decided Shyer v. Shyer, 2019 N.Y. Slip Op. 32138(U) (Sup. Ct., N.Y. County …
Breach of Fiduciary Duty, Fraud and the Broken Friendship
- Jul 15 2019
Working with friends can be both rewarding and challenging. The comfort that brings friends together often is replaced by the stress and rigors of running a business. Because friends have …
Second Department Affirms Dissolution of Closely Held Corporation Due to Deadlock Between Shareholders
- Dec 26 2018
New York’s Business Corporation Law (“BCL”) provides shareholders owning 50% or more of a corporation two paths to judicial dissolution: a) BCL § 1104 – deadlock at the board or …
When Dissolution under BCL § 1104-a is Unavailable, Common Law Dissolution May Do the Trick
- Sep 12 2018
The History of Common Law Dissolution Judicial dissolution of a corporation at the request of a minority shareholder “is a remedy of relatively recent vintage in New York.” Matter of …
Court Finds Minority Shareholder Lacks Standing to Seek Deadlock Dissolution Under the BCL
- Aug 27 2018
This Blog has written about cases involving disputes between members of a limited liability company (“LLC”) in which resolution of the matter would be governed by an operating agreement if …
Court Finds that Allegedly Ousted Member of LLC Has Standing to Seek Dissolution
- Aug 22 2018
Under Section 702 of New York’s Limited Liability Company Law (“LLCL”), a court may dissolve a company “whenever it is not reasonably practicable to carry on the business in conformity …
