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Nacmias Law Firm, PLLC

Litigation

Business Litigation

We litigate business disputes for closely-held NYC companies and real-estate-related entities — LLC member fights, partnership dissolutions, shareholder disputes, business torts, and commercial-relationship breakdowns — in NY Supreme Court and Commercial Division.

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Overview

What you need to know about Business Litigation.

The basics, what we do, and the issues we see most.

What is business litigation in NY, and when does a business dispute belong in Commercial Division?

Quick Answer

Business litigation in NY covers fights between owners (LLC members, shareholders, partners), claims against and by the entity (breach of fiduciary duty, business torts, breach of operating/shareholder agreements), and dissolution proceedings under BCL § 1104-a / LLCL § 702. Sophisticated commercial cases (typically $500K+) qualify for the Commercial Division — a specialized track in NY Supreme Court with experienced commercial judges and tighter procedural rules.

Services we offer for Business Litigation.

Closely-held business disputes are usually about more than money — relationships, control, and exit. The legal framework matters but so does sequencing the dispute to land at a settlement that actually resolves the underlying business problem. Here's what we do for NYC business owners and partners on both sides of these matters.

  • Litigate LLC member disputes — operating agreement enforcement, dissolution under LLCL § 702, accounting actions
  • Handle close-corporation shareholder disputes — BCL § 1104-a oppression and dissolution petitions
  • Pursue and defend partnership dissolutions and accountings under NY Partnership Law
  • Litigate breach of fiduciary duty claims — duty of loyalty, duty of care, books and records actions
  • Pursue business tort claims — tortious interference, fraud, conversion, unfair competition
  • Defend non-compete and restrictive covenant matters under NY's evolving framework
  • Coordinate Commercial Division motion practice and strategy in qualifying cases

Scenarios we see most.

  • LLC operating agreement disputes — distributions, capital calls, management deadlock
  • Shareholder oppression and minority-protection claims under BCL § 1104-a
  • Partnership dissolutions — voluntary dissolution, judicial dissolution, accounting actions
  • Breach of fiduciary duty by managing members, directors, or officers
  • Books-and-records demands under BCL § 624 and LLCL § 1102
  • Business divorce and ownership-buyout valuations
  • Restrictive covenants — non-competes, non-solicits, confidentiality agreements
  • Real-estate-related entity disputes — co-investor fights, sponsor-investor breakdowns

Who we help

Who we represent.

Every case handled directly by the attorney you speak with at intake.

Small Businesses

Contract disputes, partnership disagreements, vendor litigation.

Individuals

Contract claims, property disputes, consumer-protection matters.

Property Owners

Property litigation, easement disputes, construction-defect claims.

Employees

Employment-related claims, wage disputes, wrongful termination.

How we handle your case

From summons to resolution.

The same attorney handles your matter from intake through hearing and closeout.

  1. 1

    Step 1 of 5

    Pre-suit analysis — review operating/shareholder agreements, run conflict and standing analysis

  2. 2

    Step 2 of 5

    Strategic options memo — litigation, mediation, structured buyout, or dissolution path

  3. 3

    Step 3 of 5

    Pleadings — verified complaint or answer, often with TRO or preliminary injunction motion

  4. 4

    Step 4 of 5

    Coordinated discovery — financial records, communications, expert valuation work

  5. 5

    Step 5 of 5

    Settlement negotiation, mediation, or trial — most matters resolve before trial

Frequently asked

Questions clients ask first.

Direct answers from the attorney who handles these matters.

Most asked

What is shareholder oppression and how do I bring an oppression claim?

Under BCL § 1104-a, a holder of 20% or more of the voting stock of a non-public NY corporation may petition for judicial dissolution on grounds the directors or controlling shareholders have acted in an 'oppressive' manner — typically conduct that frustrates the petitioner's reasonable expectations as an owner (denial of dividends, exclusion from management, frozen-out from buyout opportunities). The corporation can avoid dissolution by electing to buy out the petitioner at fair value (BCL § 1118). Most oppression cases settle in this buyout posture.

Question 2

How is an LLC dispute different from a corporation dispute?

LLCs are governed primarily by their operating agreement (with NY's LLCL filling gaps); corporations are governed by their bylaws and shareholder agreements (with BCL filling gaps). Key differences: LLCs have more contractual flexibility but also less developed case law; LLC dissolution under LLCL § 702 is harder to obtain than corporate dissolution; LLCs can have unusual fiduciary-duty waivers that corporations cannot. The first step in any LLC dispute is a careful read of the operating agreement — small clauses can dispose of major issues.

Question 3

What does the Commercial Division offer that regular Supreme Court doesn't?

The Commercial Division (22 NYCRR § 202.70) is a specialized track within NY Supreme Court for sophisticated commercial cases. Eligibility requires either (a) certain enumerated case types and a monetary threshold (typically $500K in NY County, lower in some counties) or (b) court approval. Benefits: dedicated commercial-experienced judges, tighter case-management orders, predictable motion-decision timelines, e-filing standardization, and rules that limit discovery to what's proportional. Cases that qualify generally proceed faster and more predictably than in regular Supreme Court.

Question 4

Can I enforce a non-compete agreement in NY?

Maybe — and the rules are tightening. NY courts have historically enforced non-competes only where reasonable in scope, time, and geography; necessary to protect a legitimate business interest (trade secrets, customer goodwill); and not unduly burdensome. The April 2023 attempt to ban non-competes statutorily was vetoed, but enforcement remains narrower than in many states. Real estate and brokerage non-competes face heightened scrutiny. Specific case-by-case analysis matters; broad sweeping non-competes are increasingly hard to enforce.

Question 5

How long does business litigation typically take?

Realistic ranges: dispositive motion stage (first 6-12 months) — many cases resolve here through settlement after motion-practice. Discovery completion: 12-24 months from filing. Trial-track resolution: 24-36 months. Commercial Division cases tend to move slightly faster than regular Supreme Court. Books-and-records demands resolve in 60-180 days. Most business divorces settle into structured buyouts within 12-18 months of filing — the litigation creates leverage for the buyout, even when buyout is the actual goal from day one.

Question 6

What does business litigation cost?

Most business litigation is hourly because the work scope depends on opposing counsel's posture. Realistic ranges: through pleadings and TRO motion (if any) $15K-$50K; through discovery $50K-$250K; full trial-track resolution $250K-$1M+ for substantial cases. Smaller disputes between business owners with closely aligned interests can resolve in mediation for $10K-$30K total. Books-and-records actions typically $5K-$25K. Free initial consultation to scope the dispute and discuss likely fee ranges.

Free case review

Business dispute affecting your company or your stake in it?

Most closely-held business disputes resolve in structured buyouts. Getting to that posture quickly minimizes both legal cost and business disruption. Same-day case review during business hours.

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An attorney reads every message.

  • Same-day response

    During business hours

  • Direct attorney access

    Same lawyer from intake to close

  • Flat-fee pricing

    On most OATH and closing matters