Businesses use escrow services to reduce risk, create certainty, and ensure funds are released only when defined conditions are met. But not all escrow arrangements—and not all court decisions—treat escrow agents the same way. Some recent cases show a divide between courts that expand escrow agents’ duties beyond the contract  and courts that correctly recognize that an escrow agent’s role is defined by the escrow agreement itself . For businesses, that distinction matters. E

When businesses use escrow services, they are placing significant trust—and often substantial funds—in an escrow agent’s hands. The expectation is simple: escrow funds will not be released unless the conditions in the escrow agreement are met. A recent federal court decision underscores why choosing the right  escrow agent—and the right  escrow agreement—matters more than many businesses realize. Escrow Services Are About More Than Holding Funds Escrow agents do more than saf

Shareholders in closely held corporations often assume that the company’s attorney serves as a neutral advisor for all owners. In reality, corporate counsel represents the entity itself , not its individual shareholders. When internal disputes arise—particularly between majority and minority owners—that distinction can have significant legal consequences. A decision from the Supreme Court of New York, Poretsky v. Bartleby & Sage, Inc.  (2023), underscores the risks shareholde

When homeowners hire a contractor to renovate a kitchen, remodel a bathroom, or overhaul a damaged home, they often assume New York’s Home Improvement Consumer Protection statutes  will protect them if things go wrong. After all, General Business Law (GBL) §§ 770–773  were written specifically to regulate home improvement contractors, mandate written contracts, and impose penalties for violations. But the truth is far more discouraging. Recent court decisions show that these

When you join a limited liability company (LLC) as a member—especially a minority member—your ability to monitor how the company is being run often depends on one crucial protection: the right to access books, records, and accounting information . A 2016 New York Supreme Court case, S&H Nadlan, LLC v. MLK Associates LLC , provides an important roadmap of what those rights look like and how courts enforce them. ​​ The Case in a Nutshell The plaintiffs in S&H Nadlan  were mino

When forming a limited liability company (LLC), one of the most important structural decisions owners make is whether the company will be member‑managed  or manager‑managed . Even in a member‑managed LLC, the operating agreement may designate one individual as the managing member , giving them authority beyond that of the other owners. A 2014 New York case, Kalikow v. Shalik , offers a clear illustration of the legal distinctions between managing and non‑managing members and

Startups are often built on speed, trust, and momentum. Founders and early employees dive in together, fueled by a shared vision and—frequently—handshake deals about equity. But as the Lim v. Radish Media saga shows, relying on verbal promises of ownership can become a multi‑year legal nightmare with zero payoff. In two rounds of litigation— Lim v. Radish Media (2024) and Lim v. Radish Media (2025) —the courts repeatedly rejected an early employee’s attempt to claim equity

Withdrawal from an LLC is often misunderstood. Many members assume that once they give notice and formally leave, their obligations end. But as Flink v. Smith  makes clear, withdrawal does not necessarily sever all contractual responsibilities. Depending on how an LLC’s operating agreement is drafted, certain obligations may survive withdrawal—and courts will enforce them. This is especially important in professional or closely held LLCs, where ownership transitions and buy

Transfer restrictions in LLC operating agreements often sit quietly in the background—until a member tries to sell, assign, or gift their interest. Then, as the New York Supreme Court illustrated in Verderber v. Commander Enterprises Centereach, LLC , they can become decisive. In this case, the Verderbers held a 20% membership interest in a real estate–holding LLC. When they eventually transferred their interest to their family entity, Verbenco LLC, a dispute erupted over (1

If you’ve ever tried to transfer a membership interest in a New York LLC—or even thought  about it—you may have discovered pretty quickly that it’s not as simple as handing over stock certificates or signing a quick assignment. New York treats LLC membership differently, and if you don’t follow the rules, you can end up with disputes, delays, or even a transfer that doesn’t legally stick. Let’s walk through the basics together, using guidance straight from New York’s Limited