Search for: "Ocean Avenue LLC"
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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]
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]
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]
12 Jan 2011, 4:19 am
They do not allege that the Sklavos defendants failed to successfully represent 2417 Ocean Avenue and prevail in the actions or that the LLC incurred damages. [read post]
24 Aug 2017, 6:37 am
”[5] The Second Department then explained that based on Matter of Dissolution of 1545 Ocean Avenue, LLC,[6] an LLC member seeking judicial dissolution of the LLC must demonstrate that either: (1) the management of the entity is unable or unwilling to promote the LLC’s stated purpose, or (2) continuing the entity is financially unfeasible. [read post]
18 Jun 2012, 3:00 am
She further argued that, under the test articulated in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121 (2d Dept 2010), dissolution was warranted because of the failure of the LLC to achieve its purpose to open a tattoo business "that both owners would jointly run. [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]
14 Jun 2021, 4:32 am
The four members performed different roles in the LLC. [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]
5 Nov 2012, 2:00 am
The leading New York case on the standard for judicial dissolution of limited liability companies, Matter of 1545 Ocean Avenue, LLC, held that the proponent of dissolution must show, in the context of the terms of the operating agreement or articles of organization, that: (1) the management of the entity is unable or unwilling to reasonably permit or promote the stated purpose of the entity to be realized or achieved, or (2) continuing the entity is financially… [read post]
31 Oct 2011, 3:00 am
(Read here and here my prior posts on the 1545 Ocean Avenue case and its subsequent impact on LLC dissolution jurisprudence.) [read post]
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 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]
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 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 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]
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]
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]
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]
