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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]
2 Feb 2020, 7:05 am
For example, New Jersey’s statutory criteria are set out in N.J.S.A. 42:2C-46 and provide three circumstances in which the court, on application by the LLC, may order the expulsion of the LLC member. [read post]
9 Sep 2019, 3:27 am
” Relevant to the statutory standard under Kentucky law, as under New York law as articulated in 1545 Ocean Avenue, is whether the managing members of the LLC are unwilling to promote the LLC’s purposes as set forth in the operating agreement. [read post]
15 Jul 2019, 4:10 am
Case law development has been slow, as evidenced by the 16 years it took before an appellate court in the 1545 Ocean Avenue case construed the standard for judicial dissolution of LLCs under Section 702. [read post]
22 Apr 2019, 3:46 am
In 2014, Justice Kitzes dismissed NIssim’s initial dissolution claim on the basis that his oppression allegations did not meet either prong of the test for LLC dissolution decreed in the Second Department’s 1545 Ocean Avenue decision, i.e. [read post]
24 Sep 2018, 2:31 am
The Court’s Dismissal of the Lawsuit The siblings filed a pre-answer motion to dismiss the complaint, arguing that its allegations failed to state a valid claim for judicial dissolution under LLC Law § 702’s not-reasonably-practicable standard as construed by the courts in the 1545 Ocean Avenue case and its progeny. [read post]
27 Aug 2018, 3:49 am
” Finally, it’s been eight years since the court in 1545 Ocean Avenue authoritatively construed section 702’s standard for judicial dissolution [read post]
28 Jun 2018, 8:49 am
” WesternGeco LLC v. [read post]
25 Jun 2018, 3:41 am
” The First Bite Nissim’s first bite at dissolving Mall came to naught when since-retired Justice Orin Kitzes issued a decision in March 2014 granting Avraham’s motion to dismiss based on failure to plead a viable claim under the 1545 Ocean Avenue standard. [read post]
11 Jun 2018, 4:32 am
” Though Justice Kornreich’s “failing financially” prong received some criticism at the time as unsupported by the plain language of the statute itself, years later the Appellate Division – Second Department, relying upon Schindler, adopted her standard in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121 [2d Dept 2010]. [read post]
5 Feb 2018, 3:31 am
The test for judicial dissolution of LLCs under LLC Law § 702, as laid down in 1545 Ocean Avenue, initially asks whether the managers are unable or unwilling to reasonably permit or promote realization of the LLC’s “stated purpose” as found in its operating agreement. [read post]
8 Jan 2018, 3:29 am
Deadlock is not an independent basis for judicial dissolution of New York LLC’s under the governing standard adopted in the 1545 Ocean Avenue case but, as Manhattan Commercial Division Justice Saliann Scarpulla explains in her decision, when two co-equal managers are unable to cooperate, the court “must consider the managers’ disagreement in light of the operating agreement and the continued ability of [the LLC] to… [read post]
30 Oct 2017, 4:29 am
The Appellate Decision The Appellate Division’s decision recited the familiar rule, laid down in the landmark 1545 Ocean Avenue case, that to be entitled to dissolution under the LLC Law, the petitioner “must establish, in the context of the terms of the operating agreement or articles of incorporation, that (1) the management of the entity is unable or unwilling to reasonably permit or promote the stated purpose of the entity to be… [read post]
21 Aug 2017, 3:33 am
Now that I’ve got your attention, consider this: Under the standard for judicial dissolution of a New York LLC prescribed in the landmark 1545 Ocean Avenue case, the primary, contract-based inquiry is whether the LLC’s managers are unable or unwilling to permit or promote the stated purpose of the entity, as found in the LLC’s operating agreement or articles of formation, to be realized or achieved. [read post]
21 Aug 2017, 3:33 am
Now that I’ve got your attention, consider this: Under the standard for judicial dissolution of a New York LLC prescribed in the landmark 1545 Ocean Avenue case, the primary, contract-based inquiry is whether the LLC’s managers are unable or unwilling to permit or promote the stated purpose of the entity, as found in the LLC’s operating agreement or articles of formation, to be realized or achieved. [read post]
27 Mar 2017, 3:17 am
Justice Dufficy’s legal analysis beginning at page 6 of his decision includes an excellent review of the statutory standard and interpretative case law governing dissolution of LLCs, citing familiar cases such as 1545 Ocean Avenue, Doyle v Icon, and (pardon the self-promotion) a couple of cases I litigated and won (Natanel v Cohen and Sieni v Jamsfab, LLC). [read post]
5 Dec 2016, 3:20 am
Ash, agreed with the majority member and denied the petition insofar as it sought the LLC’s dissolution under the two-part standard established in the 1545 Ocean Avenue case, i.e., whether the LLC’s management is unable or unwilling to reasonably permit or promote the stated purpose of the entity to be achieved, or continuing the entity is financially unfeasible. [read post]
27 Nov 2016, 2:46 pm
One of the bank accounts is believed to be titled “Sangster Group LLC,” maintained at Bank of America, 515 Ocean Avenue, Brooklyn, New York. [read post]
27 Nov 2016, 2:46 pm
One of the bank accounts is believed to be titled “Sangster Group LLC,” maintained at Bank of America, 515 Ocean Avenue, Brooklyn, New York. [read post]
25 Jul 2016, 3:30 am
(A prominent example of this is the Second Department’s 2010 decision in the 1545 Ocean Avenue case which drew heavily upon Delaware Chancery Court precedent in setting the standard for judicial dissolution of LLCs under Section 702 of New York’s LLC Law.) [read post]
