Commercial Division Blog: Current Developments in the Commercial Divisions of the New York State Courts

On February 20, 2025, the Appellate Division, First Department, unanimously held that a limited partnership agreement requiring notice of a breach be given “by the Partnership” means the notice must be styled as actually coming from the Partnership or on its behalf, not merely from one of its limited partners. In Karoline Molberg, et al, v. Phoenix Cayman Ltd, et al., Case No. 2023-05964, a for-cause removal provision of the agreement required notice of any breach come “from the Partnership.” Plaintiff, a limited partner, sent a letter purporting to give notice of a breach to the general partner. The lower court denied a motion to dismiss made by the general partner on the basis that “multiple correspondences from limited partners” had noted the breach. The First Department disagreed and reversed. It explained: Read More