In Bank of America, N.A. v. Filho (N.Y. Sup. Ct. Index No. 654603/2019), the Court held that CPLR 3213 allows summary judgment in lieu of complaint only if the claim is based on instruments for the payment of money only. Thus, an instrument, such as a personal guarantee...
But that is now how we normally do it . . . Too bad . . . The LLC Operating Agreement prevails!
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 a...
Lack of Due Diligence and Awareness of Risks Irrelevant if Claim is for Fraudulent Inducement
In BRL Hampton Rd. LLC v Ashley Heather, et. al., 2022 NY Slip Op 30039(U), the Court granted summary judgment against the party that defaulted on a construction loan even though the lender failed to conduct due diligence, was aware of the risks with a startup, and was the one who offered...
Exclusivity Fee in LOI/Term Sheet qualified as Liquidated Damages.
In Parkmerced Invs. v. WeWork Cos. LLC, Index No. 652094/2020, the Court held that Exclusivity Fee was also liquidated damages clause that prevented the other party from seeking other monetary damages based on alleged breach of contract, breach of the covenant and good faith and fair dealing, based on promissory estoppel.
How Startups and Emerging Companies can Effectively Utilize Options to Attract and Retain Talent
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https://businesslawtoday.org/2021/07/stocked-up-how-startups-and-emerging-companies-can-effectively-utilize-options-to-attract-and-retain-talent/
De Facto Merger: The Threat of Unexpected Successor Liability
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Tips for a Successful ADR Mediation
Alternative Dispute Resolution is a procedure by which parties attempt to settle disputes without litigation. A common form of alternative dispute resolution is mediation. Mediation can be used in most non-criminal cases, including disputes involving leases, contracts, and small businesses. During mediation, the parties work cooperatively toward a fair resolution of their...