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Business Planning Keyed to Gevurtz
Horning v. Horning Construction, LLC
Citation:
12 Misc. 3d 402, 816 N.Y.S.2d 877 (2006)Facts
Jeffrey Horning originally operated Horning Construction Company, Inc., a successful commercial construction company. In 2001, seeking to reduce his workload, he formed Horning Construction, LLC with two employees, Klimowski and Holdsworth, giving each a one-third ownership interest. No operating agreement was ever executed. The LLC grew substantially, reaching approximately $25 million in revenue by 2005. Despite the financial success, personal relationships deteriorated. In 2005, Horning offered to sell his interest to the other members, but they could not agree on terms. Horning then petitioned for judicial dissolution, claiming irreconcilable animosity made it impossible to operate the business. Respondents opposed, arguing the LLC remained profitable and functional, and alleged that Horning was violating his fiduciary duties by attempting to divert business back to his original corporation.
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