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How New LLC Members Can Protect Themselves from Removal as Employees or Members: Operating Agreement Protections
When you join an LLC where you barely know the other members, you’re stepping into a business relationship that depends heavily on trust—yet trust is not a legal strategy. The Lengyel‑Fushimi v. Bellis saga (Kings County Supreme Court), which played out in the New York courts between 2021 and 2025, offers a cautionary tale and a roadmap for protecting yourself. In the Lengyel‑Fushimi case, which consisted of three founders, all members with the LLC Operating Agreement clearly
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Why Founders Should Get Everything in Writing: Lessons from a recent federal court case
Startups thrive on speed, trust, and big visions. But when relationships fray or leadership changes, what once felt like “we’ll figure it out later” can turn into a multi‑year legal nightmare. A recent case—AlSayer v. OmniX Labs (SDNY 2025)—is a stark reminder of what happens when founders rely on verbal understandings, blurred lines, and undocumented expectations. The court ultimately sided with the founder, concluding there was an implied agreement. But make no mistake: ex
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When Majority Rule Becomes Majority Abuse: Breach of Fiduciary Duty in Close Corporations
In the world of closely held corporations, trust is often the glue that holds a venture together. Partners typically rely on each other not only for capital and expertise but for honest stewardship of the business. When that trust is violated, the legal consequences can be severe—as demonstrated in Lehan v. Montgomery , a 2025 decision from the Suffolk County Commercial Division. While the case involves claims ranging from dissolution to breach of contract, the heart of the d
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How a Fired Shareholder in a Close Corporation Can Argue That Their Termination Was a Freeze‑Out
In close corporations, shareholders typically wear multiple hats—owner, officer, director, employee. When the relationship is healthy, this hybrid structure works smoothly. But when conflict arises, majority shareholders can weaponize corporate control to push a minority owner out. One of the most common tools? Termination of employment. But a shareholder who is an at‑will employee is not without hope. When the termination is used strategically to eliminate a minority owner
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Why Parties Shouldn’t Use Their Own Lawyers as Escrow Agents: Lessons from a High‑Stakes New York Real Estate Dispute
When commercial real estate deals go sideways, the fault lines almost always run along one familiar theme: mistrust . Few recent cases illustrate this better than JTRE 23 WS (Del) LLC v. CS Wall Street LLC (NY County 2026) , a long‑running dispute over a triple‑net lease at 23 Wall Street—complete with millions of dollars in construction escrow, stalled buildout work, mechanics’ liens, and a web of interlocking obligations. Yet for all its complexity, one clear lesson emerge
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In New York, Email or Oral Agreements May Constitute an Operating Agreement for an LLC
When entrepreneurs form a New York LLC, most assume that the crucial step is filing the Articles of Organization. But equally important—and often overlooked—is adopting a valid operating agreement. Under New York’s Limited Liability Company Law (NYLLCL), every LLC should adopt a written operating agreement, but the statute imposes no penalty if the members fail to do so. What many business owners do not realize is that New York courts may treat emails, informal writings, or
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Deceptive Acts & Misleading Websites: Lessons from the PetPivot Case
When consumers shop online, trust is the invisible currency. Companies rely on persuasive product pages, sleek branding, and confident claims to drive sales — but as the case Gomez v. PetPivot illustrates, that trust comes with legal responsibility. In this 2026 federal case, a New York court examined allegations that the company, the maker of a smart cat litter box, engaged in deceptive acts and false advertising through its website and Amazon product listing. The tragic de
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When Insurance Won’t Defend You: How We Help New York Businesses Facing Lawsuits Without Coverage
For many New York businesses, insurance is supposed to be the safety net that makes litigation manageable. But what happens when an insurance carrier denies coverage—or when your business faces a lawsuit without any applicable policy at all? This situation is far more common than most business owners in Westchester County, New York City, and the surrounding region realize. At our firm, we regularly defend businesses in personal injury lawsuits, premises liability claims, and
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Defending New York Deceptive‑Pricing Lawsuits: How to Undermine Price‑Premium Claims and Wayback Machine Evidence
False‑advertising lawsuits built on “fake discount” or “deceptive sale” allegations are on the rise in New York. These cases typically assert violations of GBL §§ 349 and 350, claiming that the retailer fabricated “former” prices to create the appearance of savings. Yet New York trial courts have shown they are far from uniform in allowing these cases to proceed. The key battlegrounds are now price‑premium injury and the increasingly common use of Wayback Machine screenshots
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When Two New York Courts Diverge: What Jack and Willis Teach Us About False Advertising Claims
False advertising litigation under New York’s General Business Law (“GBL”) §§ 349 and 350 is booming—especially cases accusing retailers of inflating “reference prices” on their websites to create fake discounts. But recent decisions show that success turns heavily on how a plaintiff pleads injury, not merely whether the retailer’s pricing looks suspicious. Two New York Supreme Court decisions— Jack v. The Stop & Shop Supermarket Co. LLC (Bronx County, 2025) and Willis v. Fo
3 min read
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