On May 20, 2025, the Court of Appeals issued a decision in Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, holding that amendments to the BCL did not change the common law internal affairs doctrine . . . Continue reading BCL Amendments Did Not Change Common Law Internal Affairs Doctrine
On April 16, 2025, Justice Cohen of the New York County Commercial Division issued a decision in Fitterer v. Carone, 2025 NY Slip Op. 31347(U), holding that only the manager of a member-managed LLC owes fiduciary duties to the other members . . . Continue reading Only the Manager of a Member-Managed LLC Owes Fiduciary Duties
On July 12, 2024, Justice Chan of the New York County Commercial Division issued a decision in Agarwal v. Jain, 2024 NY Slip Op. 32492(U), holding that allegations of bad faith barred dismissal of breach of fiduciary duty claims based on the business judgment rule . . . Continue reading Allegations of Bad Faith Bar Dismissal Based on Business Judgment Rule
On July 24, 2024, the Second Department issued a decision in Tzu Yen Cheung v. Dolar Shop Rest. Group, LLC, 2024 NY Slip Op. 03905, holding that an LLC does not (necessarily) owe a fiduciary duty to its members . . . Continue reading LLC Does Not (Necessarily) Owe a Fiduciary Duty to its Members
On May 14, 2024, Justice Bannon of the New York County Commercial Division issued a decision in Spectrum Inc. Gen. Contr. v. Capital One Bank USA, N.A., 2024 NY Slip Op. 31814(U), holding that a bank did not have a fiduciary duty to its customer . . . Continue reading Bank Does Not Have a Fiduciary Duty to its Customer
On May 23, 2024, the Court of Appeals issued a decision in Eccles v. Shamrock Capital Advisors, LLC, 2024 NY Slip Op. 02841, holding that the substantive law of a company’s place of incorporation presumptively applies to causes of action arising from its internal affairs . . . Continue reading Substantive Law of Company’s Place of Incorporation Presumptively Applies to Claims Arising from its Internal Affairs
On March 6, 2024, the Second Department issued a decision in Paraco Gas Corp. v. Jay Z. Gerlitz & Assoc., Inc., 2024 NY Slip Op. 01192, holding that an agreement to manage a company’s healthcare matters created a fiduciary duty . . . Continue reading Agreement to Manage a Company’s Healthcare Matters Created a Fiduciary Duty
On February 1, 2024, the First Department issued a decision in Board of Mgrs. of the 443 Greenwich St. Condominium v. SGN 443 Greenwich St. Owner LLC, 2024 NY Slip Op. 00450, holding that the six-year statute of limitations applies to a breach of fiduciary claim based on fraud . . . Continue reading Six-Year Statute of Limitations Applies to Breach of Fiduciary Duty Claim Based on Fraud
On January 2, 2024, Justice Cohen of the New York County Commercial Division issued a decision in Fine Creative Media, Inc. v. Barnes & Noble, Inc., 2024 NY Slip Op. 30050(U), dismissing a claim based on an alleged joint venture for lack of allegations regarding sharing profits and losses . . . Continue reading Claim Based on Alleged Joint Venture Fails for Lack of Allegations Regarding Sharing Profits and Losses
On January 1, 2024, Justice Masley of the New York County Commercial Division issued a decision in Mule v. Sillerman, 2024 NY Slip Op. 30002(U), analyzing an entrenchment claim under Delaware law . . . Continue reading Court Analyzes Entrenchment Claim
