Under New York’s Limited Liability Company Law (“LLCL”) § 702, a court “may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.” The claim must be brought “[o]n application by or for a member” of the company.

In 1995 Cam LLC v. West Side Advisors, LLC, the Court of Appeals held that a “good guy” guarantor’s liability under a commercial lease ends when the tenant vacates and surrenders possession, not when the landlord accepts the surrender.

In Kellinger v. Fox Media LLC, the New York Supreme Court granted a motion brought by defendants to enforce a $15,000 settlement agreement with plaintiff. The motion court found that plaintiff had confirmed the settlement by email, satisfying CPLR 2104’s requirement for a written agreement. Although plaintiff later claimed he only agreed to review the documents, the motion court held that his email constituted a binding acceptance of the settlement.

As readers of this Blog know, a “cause of action to recover damages for fraudulent misrepresentation requires a misrepresentation or a material omission of fact which was false and known to be false by defendant, made for the purpose of inducing the other party to rely upon it, justifiable reliance of the other party on the misrepresentation or material omission, and injury.”

Givens addresses three issues encountered in mortgage foreclosure actions:[1] motions for extensions of time pursuant to CPLR 2004, the 90-day requirement to conduct foreclosure sales pursuant to RPAPL 1351(1), and the tolling of interest due to a lender’s delays in prosecuting its foreclosure action.

In Simpson v. Chassen, the New York Supreme Court compelled the production of a joint defense agreement, rejecting claims that it was protected under the attorney-client privilege or the attorney work product doctrine.

Today, we consider Tahari v. 860 Fifth Ave. Corp., 2025 N.Y. Slip Op. 05584 (1st Dept. Oct. 9, 2025), an apparent case of first impression in the Appellate Division, First Department, involving the suability of a board of directors under New York law.

In today’s Fraud Notes, we examine two cases involving principles familiar to readers of this Blog: the duplication doctrine and the requirement that plaintiffs plead sufficient facts to satisfy each element of a fraud claim.

By: Jeffrey M. Haber As we have noted in prior articles, New York has a “long and strong public policy favoring arbitration”. Indeed, New York “favors and encourages arbitration as a means of conserving the time and resources of the courts and the contracting parties.” “Therefore, New York courts interfere as little as possible with the freedom of consenting parties to submit disputes to arbitration.” “Nonetheless, ‘ ike contract rights generally, a right to arbitration

By: Jeffrey M. Haber On September 25, 2025, the Securities and Exchange Commission (“SEC”) announced (here) that it charged the co-founders of Retail Ecommerce Ventures LLC (“REV”), and REV’s Chief Operating Officer (collectively, “Defendants”), with conducting a series of fraudulent securities offerings, misusing investor funds, and making Ponzi-like payments to investors. According to the SEC’s complaint, REV’s primary business was purchasing distressed retail companies wi

In Dodobayeva v. Rubinoff, 2025 N.Y. Slip Op. 05219 (2d Dept. Oct. 1, 2025), we explore the legal concept of fraud in the execution. Fraud in the execution, or fraud in the factum, occurs when a person is misled into signing a document without understanding its nature.

In Macklowe Inv. Props. LLC v. MIP 57th Dev. Acquisition LLC, 2025 N.Y. Slip Op. 05192 (1st Dept. Sept. 30, 2025), the plaintiff, a real estate brokerage, sued pursuant to a letter agreement for a leasing commission after securing a tenant for defendants’ property. The letter agreement required satisfaction of a condition precedent before payment of the commission: execution of a leasing commission agreement. Plaintiff never fulfilled this condition.

In CJS Indus. Inc. v. Dolce, 2025 N.Y. Slip Op. 05037 (1st Dept. Sept. 23, 2025, plaintiff sued RS Custom Woodworking and its representatives for fraud after winning an arbitration award. Both the motion court and the Appellate Division, First Department, found that plaintiff failed to plead fraud with the required particularity in compliance with CPLR 3016(b).

Under the Federal Arbitration Act (“FAA”) and Article 75 of New York’s Civil Practice Law and Rules (“CPLR”), an action should be dismissed or stayed, and the claims referred to arbitration when they are subject to a broad, mandatory arbitration provision in the parties’ governing agreement.

In Jefferies LLC v. Blaize Holdings, Inc., 2025 N.Y. Slip Op. 33272(U) (Sup. Ct., N.Y. County Sept. 3, 2025 (here), the New York Supreme Court held that an engagement letter concerning the provision of investment banking services did not qualify as an “instrument for the payment of money only” under CPLR 3213, which allows for expedited summary judgment.

Today’s article is about Nuruzzaman v. Deutsche Bank Natl. Trust Co., an action that involves numerous areas of the law about which we frequently write -- mortgage foreclosure, FAPA, RPAPL 1501(4), CPLR 205(a), CPLR 205-A and statutes of limitation.

In Celauro v. Celauro, 2025 N.Y. Slip Op. 04870 (Sept. 10, 2025), a minority shareholder of a family-owned business alleged that company executives operated an illicit cash business, diverted profits and deprived shareholders of distributions/dividends. The motion court dismissed most of the breach of fiduciary duty claim, finding many of the allegations to be time-barred under the six-year statute of limitations and the surviving claims too speculative.

In New York, as in most jurisdictions, statutes of limitation serve as a cutoff point for initiating legal action. In business litigation, parties often encounter statutes of limitation issues involving, inter alia, breach of fiduciary duty and fraud claims.