McNamee v. Dept. of Treasury

__ F.3d. __, Docket No. 05-6151-cv, 2007 WL 1487686 (2nd Cir. (Conn.) 2007),

The Second Circuit joined the Sixth Circuit in upholding the validity of the check-the-box regulations and affirming the ability of the IRS to hold a single member of a disregarded LLC personally liable for unpaid employment taxes. McNamee was the owner of a single member LLC that had not elected to be treated as a corporation under the check-the-box regulations. The LLC failed to pay any required payroll taxes (i.e., unemployment, social security and Continue reading →

City of Bridgeport v. C.J. Fucci, Inc.

No. X03CV065008250S, 2007 WL 1120537 (Conn. Super. March 28, 2007)

Limited liability of partner.
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Securities and Exchange Commission v. Merchant Capital, LLC

__ F.3d __, No. 06-10353, 2007 WL 983082 (11th Cir. (Ga.) 2007).

In this securities enforcement action brought by the SEC against the managing general partner (and its two individual principals) of 28 Colorado LLPs formed to purchase and collect debt pools of charged-off consumer debt, the Eleventh Circuit Court of Appeals reversed the district court and held that the general partnership interests sold to the investors were securities under the federal securities laws. The district court applied the Continue reading →

Campbell v. Lichtenfels

No. CV44005066S, 2007 WL 447919 (Conn. Super. Jan. 26, 2007)

Personal liability of partner for malpractice claim against partnership in absence of proof that partnership filed certificate of limited liability partnership with Secretary of State.
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Ederer v. Gursky

35 A.D.3d 166, 826 N.Y.S.2d 210, 2006 N.Y. Slip Op. 09045 (N.Y. A. D. 1 Dept. Dec. 5, 2006)

Scope of NY LLP statute as not exempting partners from liability to account to withdrawing partner, or for breach of firm-related agreements between them.
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Edward B. Elmer, M.D., P.A. v. Santa Fe Properties, Inc.

No. 04-05-00821-CV, 2006 WL 3612359 (Tex.App. Dec. 13, 2006).

Two professional associations were partners in a partnership that was sued for breach of a commercial lease. The plaintiff sued the partnership and its two partners. The plaintiff obtained a judgment against the partnership, and that judgment was severed and became final. After the plaintiff was not able to collect the judgment from the partnership, the plaintiff obtained a summary judgment against one of the partners. The partner appealed arguing that Continue reading →

Chamberlain v. Irving

No. 4001394, 2006 WL 3290446 (Conn. Super. Oct. 26, 2006)

Limited liability of partners of LLP even if designator is not used and third party does not know partnership is LLP.
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In re Weddle (Elsaesser v.Cougar Crest Lodge, LLC)

__ B.R. __, Bankruptcy No. 05-21089-TLM, Adversary No. 06-7015-TLM, 2006 WL 2848042 (Bankr. D. Idaho 2006).

The plaintiff in this adversarial proceeding alleged that the defendant LLC received a preferential transfer when it recorded judgments it recovered against the debtors and obtained a lien on the debtors’ real property. The debtors were members of the transferee LLC, each holding a 5% interest in the LLC. The only other member (Manning) was the father of Terri Weddle, one of the debtors. Continue reading →

In re Grupo Dos Chiles, LLC

Civil Action No. 1447-N, 2006 WL 2507044 (Del. Ch. Aug. 17, 2006)

The court awarded attorney’s fees in an LLC dispute based on the bad faith exception to the American Rule. The court concluded that the respondents, Martinez and her son Rivera, acted in bad faith in arguing that Rivera, who was named as the initial member in the certificate of formation, was the sole member of the LLC at all relevant times. Martinez had previously stated on multiple occasions Continue reading →

Cordier v. Tkach

No B179095, 2006 WL 2407051 (Cal. App. 2 Dist. Aug. 22, 2006)

Limited liability of partner.

Fogarty v. Parker, Poe, Adams, and Bernstein, L.L.P.

__ So.2d __, 1040335, 2006 WL 2383376 (Ala. 2006)

Minority members of an Alabama LLC sued a North Carolina law firm and two of its attorneys based on the attorneys’ role in denying them access to the books and records of the LLC. The plaintiffs alleged that the attorneys threatened legal action against them if they continued to seek access to the LLC’s records, Continue reading →

Brennan v. Lehn

Nos. X10UWYCV054010237S(CLD), X10UWYCV054010238S(CLD), 2006 WL 1577598 (Conn. Super. May 17, 2006).

In 1997, two individuals entered an operating agreement and formed an LLC for the purpose of operating and managing certain real property. The individuals, Brennan and Aiello, were equal members, and they operated the LLC until the death of Aiello in 2001. Brennan and the administrator of Aiello’s estate, Lehn, disagreed regarding the disposition of Aiello’s interest in the LLC. Brennan sought a declaration that he was entitled under the operating agreement to purchase Aiello’s interest, and Lehn sought a declaration that Aiello’s death constituted a dissolution of the LLC and Continue reading →

Haynes Downard Andra & Jones, LLP v. Southeastern Commercial Finance

924 So.2d 687 (Ala. 2005)

Nature of LLP as same entity that existed prior to registration; venue in suit against LLP.
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