Business intermediary’s mistake in the NDA that it signed with the Buyer (on behalf of the Seller) is not actionable by the Seller against the Buyer.

In Protégé Biomedical, LLC v. Duff & Phelps Securities, LLC, et al., the business seller disclosed confidential information on a telephone call with a prospective buyer. Instead of purchasing the seller's business, the prospective buyer used the seller's confidential information to create its own competing product.

Background:
The seller...

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Clause in Operating Agreement requiring unanimous approval trumps actual past practices that were not unanimously approved in compliance with that clause.

 A minority owner of an LLC prevailed against the majority owners who tried to dilute the minority owner's percentage ownership of the LLC by issuing additional membership interests without the minority owner's approval.

In Lengyel-Fushimi v. Bellis (Kings Supt. Ct. Index No. 512764/2021), the Court held that the...

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