Appellate Court Upholds Unique Method for Shareholders to Access Records

When a minority shareholder in a corporation seeks financial and management records, the shareholder must make a statutory "books and records" request or rely on provisions in a shareholder agreement or corporate by-laws.  A recent appellate court case upheld yet a third way for aggrieved…

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New Connecticut Law Adds Additional Grounds to Kick Out Member of an LLC

Here's a common scenario I see as an attorney handling business disputes:  Four members start an LLC to engage in business together.  They all get along as friends, colleagues, or business associates.  Lets call the hypothetical business Harmony LLC. When they start Harmony, each person has an…

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Can You Seek Damages if You Lose Business Based on an Opponent’s Conduct During Litigation?

Ordinarily, if someone acts in bad faith, or with malice, and interferes with a contract causing lost profits, a party can potentially bring a claim in court for tortious interference with contractual relations. However, the claim is likely unavailable if the basis for the claim arises from a…

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You Must Prove Damages With Reasonable Certainty In Business Lawsuits

Determining if you have provable damages is often the first step in analyzing whether to pursue a business lawsuit as a shareholder, partner, or member of a limited liability company.  Likewise, if you have been sued as a result of a partnership or shareholder dispute, reviewing the exposure or…

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Lost Profit Damages in Connecticut for New Business Ventures

When business lawyers evaluate the merits of bringing a lawsuit, one of the first questions to ask a client should be “what are the damages?”  Many times, in business litigation cases, business owners want to seek recovery of lost profits with a very optimistic view of what is…

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HOW TO DISSOLVE A LIMITED LIABILITY COMPANY IN CONNECTICUT

Limited Liability Companies in Connecticut, and every other state, are created by statutory law. General Statutes Title 34 governs the creation and governance of LLC’s in Connecticut. Specifically, General Statutes sections 34-206 sets forth the means of dissolving an LLC. The LLC may be dissolved…

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Primer on Interpleader Actions Under Connecticut Law

The Connecticut Supreme Court (318CR76) recently issued a decision that provides a good overview of Connecticut's interpleader law.  An action in interpleader is an equitable claim attorneys bring on behalf of clients to resolve ownership over disputed claims to property or money.  The typical case…

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Dissolving A Corporation Under Connecticut Law

Under Connecticut law, there are various methods attorneys may use to dissolve or terminate a corporation.  It is referred to as dissolution of the corporation.  A dissolved corporation continues its corporate shell existence but stops carrying on business except where necessary to wind up the…

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Do Members of LLCs Owe A Fiduciary Duty To Each Other in CT?

A limited liability company is essentially a combination or mix of a corporation and a partnership.  The LLC as an entity provides the flexibility of a partnership with the ability to govern and create ownership interests similar to a corporation.  The legislature codified the framework for LLCs in…

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Seldom Used Holiday Rule Will Not Save Your Lawsuit Filing Deadline

Our court system is based upon a series of deadlines.  There are deadlines for everything from starting a lawsuit (statute of limitations) to returning the lawsuit papers to court (6 or 12 days before the return date) to filing an appearance (2 days after the return date).  There are deadlines for…

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Lost Profits Must Be Reasonably Certain for Breach of Contract Claims

The burden to prove damages is always on the Plaintiff, or the party that brings the lawsuit.  Many times I receive calls from prospective clients who believe they have significant amount of damages.  However, under Connecticut law damages are only recoverable to the extent that the evidence…

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Are Breach of Contract Disputes Governed by Terms of Contract Alone?

You might think so, but generally whether the terms alone govern a dispute depends on the language in the contract.  When a contractual relationship breaks down, parties that previously agreed to terms of a contract suddenly no longer agree on the meaning of key terms. Many times parties to a…

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Can a Lawsuit Help Mitigate the Risks of Trade Secret Theft?

Trade secret law is constantly evolving as technologies in the workplace change.  Staying up to date is critical.   Recently, I attended an online seminar focused on theft of trade secrets in the workplace. The presenters included private practice attorneys from a national firm and…

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Prevention of Performance and Breach of Contract

 A recent Connecticut Supreme Court case (Blumberg Associates Worldwide, Inc. v Brown & Brown of CT)  addressed the prevention doctrine in breach of contract cases.  Under the prevention doctrine if a party to a contract prevents, hinders, or renders impossible the occurrence of…

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Can You Be Personally Responsible When You Sign A Contract As President Of A Corporation?

Ordinarily, the answer is no.  However, you must carefully read contract terms before assuming you will not be personally liable for company debts.  The Connecticut Supreme Court recently addressed an example where the terms of the contract created personally liability for the president…

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