2018 NY Slip Op 51958

Citation: 2018 NY Slip Op 51958
Jurisdiction: New York (state)
Source verification: cross_accepted_sealed
Original Source: https://www.nycourts.gov/reporter/3dseries/2018/2018_51958.htm ↗

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complaint does not allege, and does not appear to be the case from the occupancy agreement,
which lists the two trusts as Dogwood LLC's only members, that is an insufficient basis upon
which to permit Blumenfeld to assert an individual claim for breach of the proprietary lease.
See Limited Liability Company Law § 610 (with limited exceptions irrelevant here,
LLC member is "not a proper party to proceedings by or against" an LLC); 270 N. Broadway Tenants Corp. v Round
Oaks Props., LLC, 116 AD3d 1035, 1037 (2d Dept 2014); see also Katz v Katz, 55 AD3d
680, 683-684 (1st Dept 2008) (merely because former husband was the sole member of
LLC, which owned former marital residence, he could not recover damages against ex-wife for
use and occupancy in a holdover proceeding he commenced against her when she failed to leave
such residence as provided in separation agreement); Limited Liability Company Law § 601
(member has no interest in the specific property of an LLC).

The amended 2017 complaint does not allege that Blumenfeld owns any of Stable's shares, or
that the proprietary lease was amended to name him as a party to it. Nor does it otherwise set
forth any facts alleging that he was a party to the proprietary lease, so as to enable him to assert
such a cause of action. In an apparent attempt to limit his potential liability, and/or for tax or
other business reasons, Blumenfeld decided not to purchase the shares and that Dogwood LLC
would instead acquire them. Ownership of the Apartment's shares by a limited liability company
affords limited liability to its members, managers, and agents (see Limited Liability
Company Law § 609 [a]), as well as various tax advantages (see Tzolis v Wolf, 39
AD3d 138, 143 [1st Dept 2007], affd 10 NY3d 100 [2008]) unavailable to an individual