Kiritsis & Associates

 

NEW YORK LLC STATUTE CHAPTER 34 ARTICLE 5: A RUNDOWN OF LAWS ADDRESSING BREACH OF FIDUCIARY DUTIES.

 

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

Kiritsis Law Group

 

212 922 0005

Chapter 34 Article 5 of the New York Limited Liability Company Law covers the provisions related to the relations between members and between members and the LLC in New York. It outlines the duties of loyalty and care owed by members to the LLC and to each other, as well as the liability for breach of such duties. The article also covers the right of members to information and the procedures for obtaining such information, as well as the indemnification of members for certain acts. Additionally, it discusses the dissociation and expulsion of members, as well as the consequences of such actions on the LLC's operations and management.

Sources:

 

New York Business Corporation Law

 

New York Limited Liability Company

 

New York General Obligations Law

 

NYS Office of Professions

 

U.S. Constitution

 

 Hadley v. Baxendale, 9 Exch. 341 (1854)

 

Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88 (1917)

 

Jacob & Youngs v. Kent, 230 N.Y. 239 (1921)

 

Restatement (Second) of Contracts (1981)

 

Peevyhouse v. Garland Coal & Mining Co., 382 P.2d 109 (Okla. 1962)

 

Frigaliment Importing Co. v. B.N.S. International Sales Corp., 190 F. Supp. 116 (S.D.N.Y. 1960)

 

UCC § 2-207, Comment 1

 

Williams v. Walker-Thomas Furniture Co., 350 F.2d 445 (D.C. Cir. 1965)

 

Farnsworth on Contracts (1990)

 

Henningsen v. Bloomfield Motors, Inc., 32 N.J. 358 (1960)

 

The “Battle of the Forms” - UCC § 2-207

 

The “Parol Evidence Rule” - UCC § 2-202

 

The “Perfect Tender Rule” - UCC § 2-601

 

The “Statute of Frauds” - UCC § 2-201

 

Whether you are a new business startup or a well-established company, our law firm can help you with all of your business law legal needs. For a free consultation, you can call us at 212 922 0005.

 

 

 

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Phone 212 922 0005

 

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