Search for: "Ocean Avenue LLC"
Results 1 - 20
of 107
Sort by Relevance
|
Sort by Date
25 Mar 2024, 3:25 am
The relatively high standard for judicial dissolution of an LLC (here is a primer on the “unable or unwilling to promote the stated purpose” standard of 1545 Ocean Avenue), combined with the fact that many operating agreements contain a broad “purpose clause,” combined with the potential for a bad faith defense (discussed here) has produced a considerable number of cases where a minority owner’s bid to dissolve a financially viable… [read post]
13 Nov 2023, 4:07 am
Not until the 1545 Ocean Avenue decision 11 years later (see below) was there a clear, appellate repudiation of importing the BCL standard into LLC dissolution jurisprudence. 2004: The “Statutory Operating Agreement”. [read post]
20 Sep 2023, 5:29 am
No. l [Complaint], ,i 102)” “Accepting the complaint as true and according plaintiff the benefit of every possiblefavorable inference, the subject complaint sufficiently alleges a cause of action to recover damages for legal malpractice (see Endless Ocean, LLC v Twomey, Latham, Shea, Kelley, Dubin & Quartararo,l 13 AD3d 587, 589 [2d Dept 2014]). [read post]
26 Jun 2023, 4:12 am
In Pachter, taking its cue from the Appellate Division, Second Department’s observation in the 1565 Ocean Avenue case that LLC Law 702 is the “sole basis” for judicial dissolution of LLCs, the Brooklyn Commercial Division rejected common-law claims for “equitable” dissolution based on “egregious” conduct by LLC managers. [read post]
13 Mar 2023, 4:33 am
Those standards are generally friendlier to minority shareholders than the involuntary dissolution standard for LLCs, which requires showing that “it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement,” particularly where many operating agreements state that the LLC is formed for “any valid business purpose” (LLC Law § 702; Matter of 1545 Ocean Avenue,… [read post]
23 Jan 2023, 4:48 am
Austin in Matter of 1545 Ocean Avenue, LLC. [read post]
27 Dec 2022, 4:24 am
” The Court was, however, rightly skeptical of Defendants’ argument that a member seeking dissolution under the terms of the operating agreement must also satisfy the 1545 Ocean Avenue standard: “It is not entirely clear to the court whether plaintiff must (as defendants suggest) satisfy the requirements of LLC Law § 702 to obtain dissolution, should dissolution otherwise be required under the terms of the LLC’s operating… [read post]
21 Sep 2022, 7:23 am
The OAG’s investigation discovered a number of other instances of alleged improper inflation of Trump’s properties, including a more than $100 million overstatement of Trump’s Seven Springs property in Westchester County, New York; a similar over-valuation of Trump’s Westchester golf course; and a greater than $200 million over-valuation of residential units in Trump’s Park Avenue property. [read post]
21 Mar 2022, 7:10 am
CERCLA provides two mutually exclusive avenues for parties to recoup cleanup costs: cost-recovery actions and contribution actions. [read post]
27 Dec 2021, 12:37 am
After winning a ruling in 2020 allowing the common-law claim to proceed, in two subsequent rulings on motions to reargue, the trial court reversed its initial ruling and held that the LLC Law’s provision in § 702 for judicial dissolution of LLCs, as interpreted in by the Appellate Division in its seminal 1545 Ocean Avenue opinion, forecloses all other forms of judicial dissolution. [read post]
24 Nov 2021, 10:22 am
Co., 187 AD2d 635, 636 [2d Dept 1992]; see Walley v Leatherstocking Healthcare, LLC, 79 AD3d 1236, 1238 [3d Dept 2010]). [read post]
17 Aug 2021, 12:29 pm
Lafayette CA 94549 414 Miller Ave Mill Valley CA 94941 790 De Long Avenue Novato CA 94945-7005 621 E. [read post]
16 Aug 2021, 6:49 pm
Lafayette CA 94549 414 Miller Ave Mill Valley CA 94941 790 De Long Avenue Novato CA 94945-7005 621 E. [read post]
19 Jul 2021, 4:41 am
Indeed, this court is bound by Matter of 1545 Ocean Avenue which interpreted Limited Liability Company Law 702 as foreclosing all other forms of dissolution. [read post]
14 Jun 2021, 4:32 am
The four members performed different roles in the LLC. [read post]
26 Apr 2021, 3:19 am
One of them is 1704 Ocean Avenue LLC in which Mr. [read post]
19 Apr 2021, 4:03 am
But the subject entity being an LLC, plaintiff’s counsel apparently recognized that an oppression claim would not fly and that the alleged squeeze-out tactics would not satisfy New York’s relatively high bar for judicial dissolution of LLCs laid down in the 1545 Ocean Avenue case, requiring a showing either that the management of the entity is unable or unwilling to reasonably permit or promote the stated purpose of the entity to be realized or… [read post]
7 Dec 2020, 4:59 am
(See also Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121 [2d Dept 2010][holding that the BCL’s dissolution sections do not apply to LLCs]). [read post]
19 Oct 2020, 4:19 am
The Decision In its decision, the Court dismissed the second cause of action for statutory dissolution under LLC 702, holding that the petitioner’s “allegations of oppression and freezing out,” and the “crux of the petition” – that “respondents, as managers of the corporation essentially stole over a million dollars by diverting rental incomes and committed other improprieties as well” – “while supporting common law dissolution, do… [read post]
11 May 2020, 3:19 am
The LLC Dissolution Claim The legal test for judicial LLC dissolution in New York, adopted in Matter of 1545 Ocean Avenue, involves a two-fold consideration of the LLC’s ability to achieve its “stated purpose,” and whether the LLC is “failing financially. [read post]
