New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce, we feature an uncommon motion court decision declining to vacate a Notice of Pendency placed by an LLC member upon the entity’s real estate asset to thwart the property’s sale to a third-party buyer. Is this recent decision an outlier, or the birth of an exception to the rule?
Can an Equitable Accounting Find the Missing Cash?
When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
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The Pick-Your-Partner Principle
General partnerships are supposed to be the easiest of all business organizations for co-owners to separate. Not in the case featured on this week’s New York Business Divorce, where it took almost ten years for the majority partners of a New York general partnership to secure a court ruling that a formal written notice of withdrawal by one of the partners dissolved the business by operation of law.
One Very Messy LLC Freeze-Out Merger
Don’t expect anything neat and clean about the case featured in this week’s NYBD involving a contested LLC freeze-out merger.
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But, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It.
Happy 2026 to all!
A new year offers a new opportunity to shed the old and embrace the new. So, it is fitting that we kick off another year on New York Business Divorce with a case that involves a little old and a little new.
First, the old: In the world of partnerships
Top 10 Business Divorce Cases of 2025
Welcome to our 18th annual edition of the Top 10 business divorce cases featured on this blog over the past year.
This year’s selections include a split decision by the New York Court of Appeals in a fascinating case involving a Delaware LLC, along with Appellate Division and trial court opinions addressing stock valuation, estate
Mere Assignment of an LLC Membership Interest Does Not Make You a Member
Hoping to derive standing to sue from an LLC membership interest assignment? This week’s New York Business Divorce is another reminder that assignment of a membership interest does not convey actual membership status, with all the coveted legal rights flowing therefrom, unless the operating agreement grants the assignor such power, and, then, only where the assignor and assignee comply with all the conditions of the contract for admission of a new member. Anything less can result in total litigation defeat.
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Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading Shortcuts
The Appellate Division, Second Department delivered last week a fascinating case pitting a deadlock-based LLC dissolution petition against an equity forfeiture provision in the parties’ operating agreement. Add to that a bracing reminder that lazy pleadings and procedural missteps in special proceedings can be outcome-determinative, and Ribeiro v Libutti, 2025 NY Slip Op 06865 (2d Dept Dec. 10, 2025), becomes a cautionary tale for business owners and litigators alike.
Swing of the Pendulum: A Tale of Two “For Cause” Removals
Strict compliance with contractual conditions precedent, yea or nay? In New York, it depends.
Now, the general rule is that strict compliance with contractual conditions precedent is required. The New York Court of Appeals has previously held: “Express conditions must be literally performed, substantial performance will not suffice” (MHR Capital Partners LP v Presstek,
Is Choice of Law an Issue of Fact?
Cross-border business divorce disputes continue to bedevil New York’s commercial courts, forcing them to grapple with difficult conflicts-of-laws questions. We feature the latest instance on this week’s New York Business Divorce.