Business Disputes in New York

Chapter 1, Introduction
§ 1.01 Overview
§ 1.02 Purpose and Scope

Chapter 2, The Framework for Business Disputes in New York
§ 2.01 The Statutory Framework for Business Disputes in New York
§ 2.02 Litigating in the New York State Court System
§ 2.03 Litigating Business Disputes in the New York Federal Court System
§ 2.04 Alternative Dispute Resolution

Chapter 3, Pre-Litigation Strategies for Business Disputes in New York 
§ 3.01 Early Case Evaluation
§ 3.02 Risk Assessment and Cost-Benefit Analysis
§ 3.03 Pre-Suit Investigation Methods
§ 3.04 Litigation Hold Procedures and E-Discovery Preparation
§ 3.05 Strategic Use of Demand Letters and Pre-Suit Negotiations
§ 3.06 Pre-Suit Negotiation Strategies

Chapter 4, New York Contract Litigation
§ 4.01 Understanding New York Contract Law in a Broader Context
§ 4.02 Breach of Contract Claims Under New York Law
§ 4.03 Contract Interpretation Under New York Law
§ 4.04 Common Types of Business Contract Disputes

Chapter 5, Partnership Litigation
§ 5.01 Governing Law
§ 5.02 Defining the General Partnership in New York Business Disputes
§ 5.03 Property Rights of Partners and Partnerships
§ 5.04 Rights and Obligations Between Partners
§ 5.05 Dealings with Third Parties
§ 5.06 Dissolution of the Partnership
§ 5.07 Winding Up the Partnership
§ 5.09 Continuation of the Business
§ 5.09 Definition of a Limited Partnership
§ 5.10 Sale of Limited Partnership Interests as a Securities Offering
§ 5.11 Rights, Powers, and Obligations of the General Partner in a New York Limited Partnership
§ 5.12 Rights of a Limited Partner in New York Limited Partnerships
§ 5.13 Foreign Limited Partnerships

Chapter 6, Shareholder Disputes
§ 6.01 Introduction
§ 6.02 Oppression Claims by Shareholders Holding 20% or More of Outstanding Shares
§ 6.03 Standards for Determining Oppression
§ 6.04 Consideration of “Unclean Hands” in Oppression Claims
§ 6.05 Judicial Encouragement of Buy-Out Where Oppression is Found
§ 6.06 Alternative Remedies Short of Dissolution or Buy-Out
§ 6.07 Obtaining Corporate Books and Records
§ 6.08 Majority’s Option to Elect Buy-Out of Petitioning Shareholder
§ 6.09 Judicial Determination of “Fair Value” of Shares
§ 6.10 Common Law Right of Dissolution for Shareholders Owning Less than 20%
§ 6.11 Deadlock Dissolution Proceedings Under BCL 1104
§ 6.12 Standards for Determining Actionable Deadlock in Dissolution
§ 6.13 Petitioning Shareholder’s Motivation in Seeking Dissolution and Consideration of BCL § 1104-a as an Alternative
§ 6.14 Dissenting Shareholders’ Right to Appraisal and Payment for Shares
§ 6.15 Public Policy and the Right of Appraisal: Five Core Principles
§ 6.16 Corporate Actions Giving Rise to Appraisal Rights
§ 6.17 Appraisal as Exclusive Remedy Subject to Narrow Fraud or Illegality Exception

Chapter 7, Limited Liability Company and Limited Liability Partnership Disputes
§ 7.01 Introduction
§ 7.02 Formation of the Limited Liability Company and Professional Limited Liability Company — Dispute Considerations
§ 7.03 The Operating Agreement: Core of LLC Disputes
§ 7.04 Disputes Over Management Control
§ 7.05 Membership Interests; Ownership, Transfer, and Withdrawal Disputes
§ 7.06 Liability of the LLC or PLLC for Acts of Its Members, Managers, and Agents — The Dispute Landscape
§ 7.07 Personal Liability of Members, Managers, and Agents — Piercing the Shield
§ 7.08 Conversion of Business Entities into LLCs and PLLCs; Disputes in Restructuring and Transition
§ 7.09 Mergers and Consolidations of LLCs and PLLCs; Common Disputes in Structural Combination Transactions
§ 7.10 Dissolution of LLCs and PLLCs — Grounds, Disputes, and Judicial Remedies
§ 7.11 Foreign LLCs and PLLCs
§ 7.12 Formation of Limited Liability Partnerships; Dispute Considerations
§ 7.13 Liability of the LLP and Its Partners
§ 7.14 Dissolution of Limited Liability Partnerships; Disputes at Termination
§ 7.15 Foreign LLPs; Compliance and Litigation Triggers
§ 7.16 Strategic Use of LLCs and PLLCs
§ 7.17 Foreign Recognition of New York LLC Limited Liability Provisions
§ 7.18 The Operating Agreement—The Central Source of Governance, Control and Litigation Exposure
§ 7.19 Strategic Use of the LLP: Liability Protection with Residual Uncertainty
§ 7.20 Cross-Border Liability for Exposure for LLPs; Unsettled Conflict of Laws

Chapter 8, Disputes in the Purchase and Sale of Businesses Under New York Law 
§ 8.01 Introduction
§ 8.02 Types of Acquisition Transactions and Their Dispute Risks
§ 8.03 Securities Law Considerations
§ 8.04 Bulk Transfer; Uniform Commercial Code Aspects
§ 8.05 Accounting Considerations in Business Sale Transactions
§ 8.06 Additional Legal Considerations in Business Sale Disputes

Chapter 9, The Employment Relationship and Employment-Related Litigation
§ 9.01 Introduction
§ 9.02 Defining the Employment Relationship under New York Law
§ 9.03 Employment Contracts and the At-Will Doctrine
§ 9.04 Employee vs. Independent Contractor: The Role of Employer Control
§ 9.05 Restrictive Covenants in the Employment Context
§ 9.06 The Employment At-Will Doctrine
§ 9.07 Employee Compensation and Hours
§ 9.08 Tort Issues
§ 9.09 Employment Discrimination
§ 9.10 New York State Statutes Prohibiting Employment Discrimination
§ 9.11 New York City Human Rights Law on Employment Discrimination

Chapter 10, Business Torts
§ 10.01 Scope of Chapter
§ 10.02 Prima Facie Tort
§ 10.03 Intentional Interference with Contractual Relations
§ 10.04 Intentional Interference With Prospective Economic Advantage
§ 10.05 Invasion of Privacy

Chapter 11, The Sales of Goods Under the Uniform Commercial Code
§ 11.01 Introduction
§ 11.02 Article 2 and Article 2-A Distinguished
§ 11.03 Electronic Commerce under Article 2
§ 11.04 Contractual Forms
§ 11.05 Basic Elements of a Sales Transaction
§ 11.06 When Is There an Enforceable Contract?
§ 11.07 Legal Uncertainty Surrounding Rolling Contracts and Post-Transaction Terms
§ 11.08 Good Faith Performance
§ 11.09 The Meaning of “Merchant”
§ 11.10 Statute of Frauds
§ 11.11 Parol Evidence Rule under the Uniform Commercial Code
§ 11.12 Practical Construction: Course of Performance, Course of Dealing, and Usage of Trade
§ 11.13 Unconscionability
§ 11.14 Seller’s Warranties
§ 11.15 Passage of Title, Risk of Loss, and Good Faith Purchase
§ 11.16 Vouching In
§ 11.17 Statute of Limitations

Chapter 12, Alternative Dispute Resolution 
§ 12.01 Introduction
§ 12.02 The Nature and Uses of Arbitration
§ 12.02 New York’s Arbitration Act
§ 12.03 The United States Arbitration Act or the Federal Arbitration Act
§ 12.04 Federal Preemption of the Arbitration Field
§ 12.05 Mediation in the New York State and New York City Court Systems