Weber v. King’s Empirical Analysis

Citation profile

1 federal appellate · 2 district · 1 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 14 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “... Plaintiffs cannot argue that the presence of all members of the Company before the Court is sufficient to protect the interest of the Company. Under New York’s Limited Liability Company Law ..., an LLC is a ‘separate legal entity.’ Its members are afforded corporate-like limited liability protection, i.e., members do not have personal liability for the debts, obligation, or liabilities of the LLC. In addition, like a corporation, it has rights and obligations which are separate and distinct from those of its members. It follows that the Company’s interests may be distinct from those of its members. For example, were the Company to be dissolved, creditors of the Company would hold an equitable interest in its assets that may compete with the interest held by Plaintiffs. Because the creditor’s claims would not be able to reach the members personally, Plaintiffs cannot represent the interests of the Company in determining the validity of the creditor’s claims. H? H* ❖ ❖ Finally, the fact that all members of the Company are before the Court is insufficient to assure adequate representation of the Company’s interest where, as here, the members are in conflict. As one court noted, If each individual partner appears before the court to represent his or her individual partnership interest, and if those interests are in conflict, then in representing themselves the partners are no longer effecting an adequate representation of the totality of the interests, and the partnership mus”

   1 later decision quote this exact passage · from the majority
   e.g. Trademark Retail, Inc. V. Apple Glen Investors

2. “[W]hat differentiates a direct from a derivative suit is neither the nature of the damages that result from the defendant’s alleged conduct, nor the identity of the party who sustained the brunt of the damages, but rather the source of the claim of right itself. If the right flows from the breach of a duty owed by the defendants to the corporation, the harm to the investor flows through the corporation, and a suit brought by the shareholder to redress the harm is one “derivative” of the right retained by the corporation. If the right flows from the breach of a duty owed directly to the plaintiff independent of the plaintiffs status as a shareholder, investor, or creditor of the corporation, the suit is “direct.””

   1 later decision quote this exact passage · from the majority
   e.g. Halebian v. Berv

3. “Plaintiffs cannot argue that the presence of all members of the Company before the Court is sufficient to protect the interest of the Company. Under New York’s Limited Liability Company Law (N.Y.LLCL) an LLC is a ‘separate legal entity.’ Its members are afforded eor-porate-like limited liability protection, i.e., members do not have personal liability for the debts, obligation, or liabilities of the LLC. In addition, like a corporation, it has rights and obligations which are separate and distinct from those of its members. It follows that the Company’s interests may also be distinct from those of its members....”

   1 later decision quote this exact passage · from the majority
   e.g. 317 F. Supp. 2d 752 - Trident-Allied Associates, LLC v. Cypress Creek Associates, LLC