In a February 1, 2011 decision by Justice Bucaria, the court held that the limited liability company of which the plaintiff was a 1/3 member was dissolved on September 18, 2010, which was 60 days after the plaintiff served the other members with a 60 days written notice terminating the LLC’s operating agreement and dissolving the company. Although the respondents argued that dissolution could only proceed by way of a petition for judicial dissolution under LLC Law § 702, the court disagreed. Given LLC Law §§ 417(a) and 702, the court found that the parties could not have intended for the company to continue without the operating agreement, and therefore interpreted the 60 days written notice as providing for dissolution of the company. The court also found dissolution appropriate given that the conflict among the members made it unfeasible for the company to carry on its business.
Matter of Fassa, Sup Ct, Nassau County, February 1, 2011, Bucaria, J, Index No. 18824/10