In a January 7, 2011 decision by Justice Demarest the court allowed claims by alleged joint venturers who were not parties to an LLC operating agreement to proceed. The litigation stemmed from a venture formed for the development of a commercial building. Two of the plaintiffs were not signatories to the operating agreement for the LLC which owned and developed the premises. Nevertheless, the court allowed their breach of fiduciary and ancillary claims proceed based on the allegations that those plaintiffs’ interest in the entity was held in the name third plaintiff.
The court, nevertheless, dismissed claims brought against the entities’ attorneys who were alleged to have breached their fiduciary duties a breach of contract claim against the attorneys. Both findings were premised on the lack of any allegations that the attorneys represented plaintiffs (rather than the LLC).
Shapsis et al. v. Kogan, et al, Sup Ct, Kings County, January 7, 2011, Demarest, J Index No. 38418/07