Search for: "Ocean Avenue LLC"
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21 Mar 2016, 3:28 am
Justice Emerson’s decision, which pre-figured by several years the Second Department’s landmark opinion in 1545 Ocean Avenue, held that Bonanni’s reliance on the grounds for dissolution available to oppressed minority shareholders under Business Corporation Law § 1104-a did not state a valid claim for relief under LLC Law § 702 governing judicial dissolution of LLCs. [read post]
7 Nov 2011, 3:00 am
Justice Bucaria's decision first summarizes the standard for judicial dissolution of LLCs under §702 of the LLC Law, as construed by the Appellate Division, Second Department, in the 1545 Ocean Avenue case: [LLC Law] §702 provides that a court may decree judicial dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization… [read post]
16 Jan 2015, 2:26 pm
In Ocean Avenue LLC v. [read post]
4 Aug 2013, 5:09 am
Quoting from the seminal 1545 Ocean Avenue case, Queens County Commercial Division Justice Orin R. [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]
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]
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]
16 Jan 2012, 3:00 am
They formed an LLC named 372-376 Avenue U Realty, LLC to own the property and entered into a written Operating Agreement as 50/50 managing members. [read post]
1 Jun 2015, 3:27 am
Under LLC Law § 702’s standard for dissolution as pronounced by the Second Department in the 1545 Ocean Avenue case, and under First Department case law (Doyle v Icon and more recently, Barone v Sowers) holding that a non-controlling member’s exclusion from management by itself does not constitute a valid claim for LLC dissolution, it’s difficult to see how the sparse allegations in the Koch petition could survive a motion to… [read post]
18 Aug 2012, 3:42 pm
The complaint and bill of particulars from the plaintiff states that he fell and injured himself on the morning of April 22nd, 2009 on the stairs located between the fourth and fifth floor of the premises owned by Nickles located at 555 Ocean Avenue in Brooklyn, New York. [read post]
14 Feb 2011, 3:00 am
He concludes not, in the following passage from the decision: Where the operating agreement is silent as to the events which will trigger dissolution, the court must look to Limited Liability Company Law §702 ([Matter of 1545 Ocean Avenue, 72 AD3d 121, 124]). [read post]
15 Mar 2010, 4:00 am
Does Chiu, on the heels of 1545 Ocean Avenue, also signal a pullback from liberal judicial intervention in the internal affairs of LLC members, effectively forcing the members to live with their agreements for better or worse? [read post]
1 Oct 2012, 2:00 am
In New York, the 1545 Ocean Avenue case was the first major, appellate pronouncement that judges considering petitions to dissolve LLCs may not rely on the dissolution standards under the business corporation laws and, following the Delaware Chancery Court’s lead, that the inquiry in LLC dissolution cases is a contract-based analysis that centers on management’s ability to achieve the LLC’s stated purpose and its financial feasibility in… [read post]
7 May 2012, 3:00 am
Matter of 1545 Ocean Avenue, LLC v. [read post]
7 May 2012, 3:00 am
Matter of 1545 Ocean Avenue, LLC v. [read post]
13 Feb 2012, 3:00 am
The LLC Law has no similar provision. [read post]
21 Mar 2016, 3:28 am
Justice Emerson’s decision, which pre-figured by several years the Second Department’s landmark opinion in 1545 Ocean Avenue, held that Bonanni’s reliance on the grounds for dissolution available to oppressed minority shareholders under Business Corporation Law § 1104-a did not state a valid claim for relief under LLC Law § 702 governing judicial dissolution of LLCs. [read post]
21 Mar 2016, 3:28 am
Justice Emerson’s decision, which pre-figured by several years the Second Department’s landmark opinion in 1545 Ocean Avenue, held that Bonanni’s reliance on the grounds for dissolution available to oppressed minority shareholders under Business Corporation Law § 1104-a did not state a valid claim for relief under LLC Law § 702 governing judicial dissolution of LLCs. [read post]
25 Apr 2016, 3:17 am
Belardi-Ostroy’s reliance on the former ground centered on their claim of deadlock, prompting Justice Kornreich’s comparison to the Second Department’s landmark ruling in 1545 Ocean Avenue where that court dismissed a dissolution petition brought by a 50% member claiming deadlock because the operating agreement “provided for a means to avoid deadlock” by permitting unilateral decision-making by either of the… [read post]
25 Apr 2016, 3:17 am
Belardi-Ostroy’s reliance on the former ground centered on their claim of deadlock, prompting Justice Kornreich’s comparison to the Second Department’s landmark ruling in 1545 Ocean Avenue where that court dismissed a dissolution petition brought by a 50% member claiming deadlock because the operating agreement “provided for a means to avoid deadlock” by permitting unilateral decision-making by either of the… [read post]
