In the Matter of 1545 Ocean Ave., LLC
Supreme Court of New York, Appellate Division
893 N.Y.S.2d 590 (2010)
1545 Ocean Avenue, LLC (1545 LLC), equally owned by Crown Royal Ventures (Crown Royal) (plaintiff) and Ocean Suffolk Properties (Ocean Suffolk) (defendant), was formed to rehabilitate one structure and build another, managed by one representative from each member — Van Houten (also owner of Van Houten Construction, VHC) and King. Though the managers agreed to solicit third-party construction bids, VHC ended up performing the work instead (disputed whether by King's consent or Van Houten's unilateral action); King complained of overbilling and Van Houten's refusal to meet regularly, though he conceded VHC's work was good. When King's push to have Ocean Suffolk buy out Crown Royal failed, Crown Royal petitioned for judicial dissolution based on deadlock. The operating agreement didn't address dissolution but did let any individual manager act unilaterally absent a specific requirement for joint approval; VHC kept working throughout the dispute. The trial court granted dissolution, and Ocean Suffolk appealed.
Whether a member of an LLC may obtain court-ordered dissolution without showing either that management will not allow the entity's stated purpose to be achieved or that continuing the entity is financially unfeasible.