Verified Matter

TZ Vista LLC Business Partner Dispute Operating Agreement’s Buy/Sell Provision Enforced

Trial court upheld Operating Agreement’s buy/sell provision in case of membership deadlock

Denlea & Carton LLP represented TZ Vista LLC, DCAK-MSA Architecture & Engineering, PC, Drazen Cackovic, and Julia Khomut in a dispute among members of a closely held LLC formed to develop Hudson River real estate in Nyack, New York. The dispute arose from a breakdown between the managing members over the development venture and involved enforcement of the LLC operating agreement, a contractual option requiring transfer of “Parcel 7,” management deadlock, and the opposing member’s effort to dissolve the company. The trial court granted summary judgment requiring specific performance and conveyance of Parcel 7 and rejected the judicial-dissolution claim. Later proceedings enforced the operating agreement’s buy-sell mechanism for resolving member deadlock, and in February 2025 the Appellate Division, Second Department affirmed the specific-performance and dissolution rulings with costs.