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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]
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]
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]
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]
10 Aug 2015, 3:28 am
” Goldstein and the Class B non-voting members opposed the petition and moved for its summary dismissal on the ground that it failed to allege adequate grounds for dissolution under LLC Law § 702 as that statute has been interpreted in the 1545 Ocean Avenue case and its progeny, that is, that Pikus’s petition failed to allege facts showing that the LLC was unable to achieve its purpose as stated in Section 2.3 of the Operating… [read post]
8 Jun 2015, 3:26 am
In New York, Justice Austin, writing for the Appellate Division, Second Department, in the seminal 1545 Ocean Avenue decision, similarly crafted a dissolution standard keyed to the frustration of the LLC’s “stated purpose” in the context of its operating agreement. [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 May 2015, 3:48 am
Notice the court’s reference to, and quotation of, the LLC’s “stated purpose” contained in Section 3.1 of the operating agreement, which corresponds to the first prong of 1545 Ocean Avenue‘s standard for dissolution. [read post]
9 Feb 2015, 3:20 am
” The court stated that the standard was consistent with decisions in other states, including the New York Appellate Division, Second Department’s 1545 Ocean Avenue decision, and it cited with approval the seven-factor test articulated in the Delaware Chancery Court’s Lola Cars decision. [read post]
16 Jan 2015, 2:26 pm
In Ocean Avenue LLC v. [read post]
9 Sep 2014, 4:34 pm
The Maryland law firm of Lebowitz & Mzhen, LLC is a well-regarded personal injury firm known for its experienced team of premises liability attorneys. [read post]
9 Sep 2014, 3:34 pm
On their way back to their rental condo, the woman was being pushed by her daughter when the family decided to cross from east to west across Philadelphia Avenue. [read post]
2 Sep 2014, 3:31 am
In the 1545 Ocean Avenue case, which is the leading case on LLC dissolution, the court observed that member or manager deadlock, while it may be a factor, is not an “independent” ground for dissolution under LLC Law § 702, which the court construed as requiring a showing of financial infeasibility or the inability to achieve the LLC’s purpose within the context of the LLC’s operating agreement. [read post]
28 Jul 2014, 3:28 am
Not the last time I read the statutes and 1545 Ocean Avenue. [read post]
25 Jun 2014, 10:00 am
Today, Pillsbury attorneys Matthew Burke and Craig Becker published their advisory titled Ocean Avenue LLC v. [read post]
20 Apr 2014, 4:15 am
The Post reports he was involved in a collision on 32nd Avenue in Jackson Heights, and refused a breathalyzer. [read post]
14 Jan 2014, 4:53 am
But the Ocean Palms realtor told her that Ocean Palms was jointly owned by Maxim, making Pullman’s belief that Maxim was connected to the contract reasonable. [read post]
13 Jan 2014, 3:17 am
The Appellate Division, Second Department’s 2010 decision in the 1545 Ocean Avenue case made it clear that LLCs and corporations are governed by different statutory schemes with different dissolution statutes providing different standards for dissolution. [read post]
