Ratschko PLLC

Real Life Consequences When You Fail to Publish Your LLC

Imke Ratschko — Tue, 24 Sep 2024 19:46:51 +0000

We all know and despise the extra step of having to publish the formation of a New York limited liability company. It can be expensive, and quite frankly, I don’t see the point. I rarely see a case that shows you the consequences of failing to comply with this requirement. But here you go: In ... Read More

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No Reliance Clause in Asset Purchase Agreement must be specific in order to preclude Fraudulent Misrepresentation Claim

Imke Ratschko — Thu, 06 Jun 2024 20:41:06 +0000

A recent case out of Kings County, I&M Kosher Catering LLC v BHNG Inc., explains that a Non-Reliance Clause must be specific to preclude a claim for fraudulent misrepresentation. The case concerns a business asset purchase gone wrong. The plaintiff purchased a bagel store on Coney Island Avenue and, in doing so, relied on the ... Read More

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Another win against a Merchant Cash Advance company and hope that the tide may turn in favor of Merchant Borrowers

Imke Ratschko — Thu, 23 May 2024 14:36:56 +0000

Another day, another Merchant Cash Advance Lender goes to court and asks for a summary judgment based on the alleged breach of its Merchant Cash Advance agreement (aka Revenue Purchase agreement) (MCA Servicing Co. v. Nic’s Painting, LLC* (2024 NY Slip Op 50598(U))). In what seems to be following a turning of the tide in ... Read More

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Court grants Motion to Dismiss for lack of personal jurisdiction where MCA Company relied on a contractual method of service but failed to authenticate such contract

Imke Ratschko — Wed, 15 May 2024 18:16:38 +0000

Here is another recent case where an MCA company failed: Wynwood Capital Group LLC v. Confluence Corp. (2024 NY Slip Op 50557(U)). Wynwood Capital Group LLC, an MCA company, sued Confluence Corp. and its individual guarantor for allegedly breaching a merchant agreement by failing to pay what was due thereunder. As is common practice among ... Read More

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Merchant Cash Advances and Summary Judgment: New York Courts Throw a Wrench in Quick Enforcement

Imke Ratschko — Thu, 09 May 2024 14:36:40 +0000

As a small business owner, you may have considered or even taken out a merchant cash advance (MCA) to secure funding for your business. While MCAs can provide quick access to capital, they often come with high costs and potentially predatory terms. When businesses default on these advances, MCA providers often seek summary judgment to ... Read More

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New York Court Dismisses Website Accessibility Lawsuit Against Small Business

Imke Ratschko — Wed, 08 May 2024 11:23:57 +0000

A recent decision by the Supreme Court of New York County may provide some relief for small business owners who have been hit with lawsuits alleging that their websites are not accessible to individuals with disabilities. The case, Rodriguez v. Bitchin’ Inc., was one of over 40 nearly identical lawsuits filed by the same plaintiff ... Read More

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Discovery Failure leads to Serious Sanctions

Imke Ratschko — Sat, 27 Apr 2024 13:11:51 +0000

In civil litigation, discovery is a crucial process that allows parties to exchange relevant information and build their cases. However, when a party fails to comply with discovery demands, the consequences can be severe. A recent decision, Abuzaid v. Almayouf, illustrates the importance of complying with discovery obligations and the potential ramifications of non-compliance. Discovery ... Read More

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What NY Small Businesses must know about the Corporate Transparency Act and Beneficial Ownership Reporting

Imke Ratschko — Wed, 17 Jan 2024 11:46:29 +0000

You may have heard that there is a new law called the Corporate Transparency Act, which is a law that aims to prevent money laundering and the hiding of assets by oligarchs and other bad actors by requiring all beneficial owners of certain entities to report their identity and whereabouts. On September 29, 2022, the ... Read More

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Judge refuses to confirm Arbitration Award in favor of Merchant Cash Advance “Lender”

Imke Ratschko — Sun, 23 Oct 2022 11:29:02 +0000

In a surprising decision out of the Supreme Court, Nassau County, LCF Group, Inc. v Fields, a judge refused to confirm an arbitration award against the “borrower” of a Merchant Cash Advance “lender.” I think it is surprising because it is extremely hard to attack an arbitration award and the motion to confirm the award ... Read More

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Limits on LLC Manager’s “sole and absolute discretion” when diverting a business opportunity

Imke Ratschko — Mon, 03 Oct 2022 21:41:21 +0000

LLC Managers have broad fiduciary duties when managing an LLC. Even when they are given “sole and absolute discretion” in the operating agreement to take certain actions for the LLC, they cannot exercise that right in bad faith, for personal gain, and in such a way as to deprive the LLC of a reasonably expected ... Read More

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