What Does a Partnership Dispute Attorney in Rochester Review?

For a general partnership, the partnership agreement comes first. If it does not resolve an issue, New York Partnership Law may supply default rules. Partnership Law §40 generally gives partners equal management rights and shares in profits and surplus, subject to a contrary agreement. Sections 41 through 44 address books, information rights, fiduciary accountability, and accounting.

A broader partnership dispute review may apply when control, financial rights, and exit are disputed together.

An LLC dispute usually starts with the articles of organization and operating agreement, which may govern management, voting, distributions, transfers, and exit rights. LLC Law §1102 separately addresses specified member inspection rights. The operating agreement should be reviewed before applying partnership rules to an LLC.

Corporate disputes may require the certificate of incorporation, bylaws, shareholder agreement, stock ledger, written consents, and meeting minutes. BCL §624 governs specified shareholder inspection rights.

Relevant records may include ownership percentages, voting provisions, appointment rights, meeting notices, minutes, consents, and resolutions. A business disagreement alone does not establish misconduct. The issue is whether the action complied with the agreement, voting rules, and applicable duties.

Tax returns, ledgers, capital accounts, bank statements, distribution histories, reimbursements, and owner payments can show how money moved through the business. Partnership Law §44 permits an accounting in specified circumstances, including wrongful exclusion, a contractual accounting right, or fiduciary-accountability issues.

The records should separate withheld distributions, compensation, disputed expenses, unauthorized transfers, and alleged diversion of assets because they may produce different claims or losses.

General partners, LLC members, and shareholders do not use the same inspection rules. A document demand should identify the records requested and the legal basis for access.

Under LLC Law §606, a member may withdraw when permitted by the operating agreement or upon an event specified there. Unless the agreement provides otherwise, a member generally cannot withdraw before dissolution and winding up. Corporate owners may instead need shareholder dispute rules involving inspection, deadlock, oppression, or exit.

Partnership Law §§62 and 63 govern dissolution of general partnerships in specified circumstances. LLC Law §702 allows Supreme Court to order dissolution when carrying on the business in conformity with the articles or operating agreement is not reasonably practicable.

Corporations follow another framework. BCL §1104 addresses specified deadlock situations, while BCL §1104-a permits qualifying shareholders to seek dissolution for specified illegal, fraudulent, oppressive, wasteful, or diversionary conduct.

New York does not give every partner, LLC member, or shareholder a general right to force a purchase of an ownership interest. In a BCL §1104-a dissolution proceeding, BCL §1118 allows the corporation or other shareholders to elect to purchase the petitioner's shares at fair value.

The election ordinarily must be made within 90 days after filing, although a court may permit a later election. That procedure does not automatically apply to partnerships or LLCs.

CPLR 6301 permits preliminary injunctive relief when its requirements are met. It may apply when transfers or control over company assets could make a later judgment ineffective.

A motion for preliminary injunction addresses interim conduct rather than finally deciding ownership, damages, accounting, or dissolution.

Commercial matters filed in Monroe County Supreme Court may qualify for the Seventh Judicial District Commercial Division at 99 Exchange Boulevard in Rochester. The general monetary threshold is $50,000, while business-entity dissolution proceedings may qualify without meeting it.

A party seeking Commercial Division assignment generally must file an RJI and Commercial Division Addendum within 90 days after service of the complaint. A later request generally requires good cause.

An LLC dissolution application under LLC Law §702 is brought in Supreme Court in the judicial district where the LLC's office is located. If dissolution is ordered, a certified copy must be filed with the New York Department of State within 30 days.

Federal court requires an independent jurisdictional basis. Diversity jurisdiction generally requires complete diversity and more than $75,000 in controversy, while federal-question jurisdiction requires a qualifying federal claim.