Business and Family Disputes
Our practice serves businesses, their owners, partners, shareholders, and members of limited liability companies (LLCs) when complex disputes arise among them, including lock-outs; breach of shareholder, partnership, and operating agreements; ultra vires acts; and breaches of fiduciary and statutory duties.
Injunctive relief is a potent mechanism to immediately stop the conduct of another party in connection with a business dispute. Among the elements which must be proven by the party seeking the injunction are: (1) it has no adequate remedy other than an injunction; (2) real irreparable harm will occur in the absence of an injunction; (3) it is more likely than not that the moving party will prevail on the underlying merits when the matter ultimately goes to trial; (4) the benefit to the party seeking the injunction outweighs the burden of the party opposed to the injunction; and (5) the moving party’s right to the relief sought is clear. Monetary damages are not available in connection with an injunction.
Business organizations create fiduciary and other duties between certain classes of shareholders, partners, and members of a limited liability company. Those duties include loyalty and agreements not to self-deal. Both the common law and Pennsylvania statutes provide for the duties and obligations owed to shareholders, partners, and members.
Shareholder, partnership, and operating agreements all are contracts subject to enforcement. Although common law or statutory duties may exist, contractual duties found in shareholder, partnership, and operating agreements also must be followed. In some circumstances, oral agreements may be enforceable as well.
One owner may not lock out, or freeze-out, another co-owner, absent extraordinary circumstances, and where one equal co-owner is, without cause, barred, excluded, and locked-out by the other equal co-owner, irreparable harm is present and an injunction may be issued.