The published panel affirmed summary judgment against dissolution. The record showed the LLC could continue operating consistently with its agreement, and liquidation was not necessary to protect the member’s rights under G.S. 57D-6-02. A trial judge’s oral reference to nonexistent motions did not displace the signed written orders.
The Alabama Supreme Court ordered a prompt venue ruling and vacated broad merits discovery imposed before decision on a motion invoking a New York forum-selection clause.
The Second Department entered judgment on a $300,000 construction loan because the signer never disclosed that he purportedly acted for the property-owning LLC.
The First Department approved beneficiary changes and LLC reforms under Mental Hygiene Law Article 81 to preserve an incapacitated person’s longstanding estate plan.
The First Department reinstated conversion and related claims because a disputed RP-5217 transfer report created factual questions about ownership and entitlement to sale proceeds.
The Wyoming Supreme Court held that vested business shares acquired during marriage remain divisible marital property even when their distributions and sale proceeds arrive after divorce.
The Supreme Court distinguished marketable enterprise goodwill, which remains with a practice, from personal goodwill that depends on the individual practitioner. It held that personal goodwill cannot qualify as marital property and reversed to that extent. Review of the enterprise-goodwill issue was dismissed as improvidently allowed, and the matter was remanded for a corrected distribution order.
The Court of Appeals separated the permissible collection devices from the overreach. Cobham could not assert another entity’s personal-jurisdiction defense, and a nonparty entity could not prosecute an appeal in its own name. North Carolina’s LLC charging-order statute allowed the court to charge Cobham’s economic interest in the entities, but it did not authorize a $2,500 monthly cap on salary. Salary paid for serv
The Utah Court of Appeals held for the first time that the economic loss rule bars fraud claims against corporate officers and agents who negotiated a contract on the company’s behalf, when those claims completely overlap with the corporation’s contractual duties — and reversed summary judgment on breach of contract and declaratory judgment claims because the district court had never determined what the contracts actually required.
First Department reinstates a consultant’s claims against a sports bar, holding that ABC Law § 126(1) — a malum prohibitum regulation — does not automatically void a profit-sharing consulting agreement under New York’s illegality doctrine absent evidence the contract required an illegal act to be performed.
First Department affirms dismissal of a director’s reinstatement claim, holding that board removal for cause was valid under the corporation’s original by-laws — which remained in effect after amended by-laws failed to obtain required shareholder approval — and that citing the wrong by-law provision in the meeting notice was not a fatal defect.
The Fourth DCA affirmed the trial court’s refusal to pierce the corporate veil to hold a horse trainer personally liable for her LLC’s breach of a settlement agreement, finding that careless use of corporate names and occasional commingling of funds did not constitute the fraudulent or improper conduct required under Dania Jai-Alai Palace.
First Department affirms dismissal of alter ego claim to pierce corporate veil, finding conclusory allegations of dominion and breach of contract alone insufficient.
First Department confirms arbitration award applying res judicata to bar second arbitration after prior voluntary stipulation of dismissal with prejudice on identical claims.
First Department affirms forum non conveniens dismissal of derivative action brought on behalf of Swiss bank Credit Suisse, finding claims lacked substantial nexus with New York and arose under Swiss law.
The Second Department affirmed dismissal of a fraud action on judicial estoppel grounds, finding the plaintiff failed to disclose the underlying stock shares and promissory notes in his Chapter 11 bankruptcy.
The Second Department partially reinstated claims against merchant cash advance defendants, finding allegations of duress sufficient to challenge a release and sustain abuse of process and Judiciary Law § 487 claims.
First Department reverses summary judgment for MPEG LA, holding terminated licensors retain voting rights under patent licensing agreement where the agreement distinguishes between ‘current Licensors’ and ‘Licensors’ in voting provisions.
First Department affirms denial of motion to compel appraisal process, holding LLC agreement’s dispute resolution mechanism applies only to FMV Multiple calculations, not EBITDA determinations.
The First District affirms a circuit court order directing limited partners to pay their respective portions of an unanswered capital call, finding the Limited Partnership Agreement authorized the call for operational expenses.
The Court of Appeals of Georgia affirmed a $281,000 attorney fee award against a minority LLC member who pursued a derivative action without reading the operating agreement, but vacated fees awarded to individual defendants because the trial court failed to distinguish between frivolous and meritorious claims.
The First District revives a tortious interference claim by a disadvantaged business enterprise against a prime contractor that allegedly misrepresented the DBE’s qualifications to secure a waiver of state procurement DBE goals.