In residential real estate transactions, the escrow deposit is supposed to be neutral money. Its purpose is simple: preserve the status quo while contingencies are resolved and ensure that, depending on what happens, the right party ultimately receives the funds. The escrow agent’s role is correspondingly simple — hold the money impartially and release it only as permitted by the contract or by court order. But that neutrality can quietly collapse when the seller’s attorney a

One of the most common questions we receive is: What does “minority suppression” or a shareholder “freeze-out” actually look like in practice?  While the concept can sound abstract, courts routinely confront scenarios where majority owners systematically strip minority shareholders of their rights, economic benefits, and voice in the business. The Setup: A Minority Owner in a Close Corporation In Kocak v. Dargin (NY County Sup. Ct. 2020), the plaintiff owned 25% of a closely

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

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

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

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

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

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