New York

July 1, 2026

No Statutory Buyout, No Problem: How New York Courts Order Forced Buyouts in LLC Dissolution Cases

Key Takeaways:

New York courts order forced buyouts in LLC dissolution cases even though the LLC Law nowhere authorizes them — but only as relief layered onto a winning dissolution claim, never as a workaround for a losing one.
The doctrine’s turning point is Mizrahi v. Cohen, where the Second Department imposed a buyout the operating agreement did not provide for — converting the equitable buyout from a remedy courts may order into one they sometimes must order.

June 6, 2026

Key Takeaways:

New York gives an oppressed LLC member no oppression statute. LLC Law § 702 is the sole route to judicial dissolution, and the courts apply it more strictly than the corporate oppression standard — exclusion from management, unpaid distributions, and member discord do not, by themselves, state a claim.
The two grounds that survive are failed purpose and financial infeasibility, both measured against the operating agreement. Facts that fit those prongs win; freeze-out facts dressed up as dissolution claims get dismissed at the pleading stage.

May 13, 2026

Key Takeaways:

Not every state gives an oppressed LLC member a statutory remedy. New York and Delaware confine judicial dissolution to the strict “not reasonably practicable” standard; New Jersey’s LLC statute expressly authorizes relief for oppression, and that power cannot be waived in the operating agreement.
In the gap states, freeze-out conduct alone rarely wins dissolution. The realistic paths are fiduciary duty claims — which produce damages, not exit — and, in New York, a court-fashioned buyout available only after a dissolution claim succeeds.