Beatrice Lila Berle, Individually and as a member of Berle Farm, LLC, Petitioner-, Plaintiff,
Abdon J. Buckley, Jr. and Berle Farm, LLC, Respondents-, Defendants.
This case is not published in a printed volume and its disposition appears in a table in the reporter.
Whiteman, Osterman & Hanna LLP Attorneys for Petitioner-Plaintiff (Christopher E. Buckey, of counsel)
Carter, Conboy, Case, Blackmore, Maloney & Laird, P.C. Attorneys for Respondents-Defendants (Michael J. Catalfimo, of counsel)
Richard M. Platkin, J.
By her Verified Petition and Complaint ("Petition-Complaint"), petitioner-plaintiff Beatrice L. Berle ("plaintiff" or "Berle") seeks an order granting her specific performance of a certain Buy-Sell Agreement, dated September 13, 2007, and compelling respondent-defendant Abdon J. Buckley, Jr. ("defendant" or "Buckley") to transfer his one-third membership interest in Berle Farm, LLC ("the LLC") to her in accordance with such agreement. In the alternative, plaintiff seeks an order dissolving the LLC pursuant to Limited Liability Company Law 702.
Defendant opposes the Petition-Complaint and cross-petitions for an order of dissolution, the appointment of a liquidating receiver and an accounting. Defendant also moves for an order disqualifying plaintiff's counsel from this litigation.
Plaintiff Beatrice L. Berle and defendant Abdon J. Buckley, Jr. are the sole members of Berle Farm, LLC, which farms and produces organic goat cheese, straw and hay on approximately 500 acres in Hoosick, New York. Plaintiff has a two-thirds (2/3) membership interest and defendant a one-third (1/3) interest in the LLC. Plaintiff resides in a residence located on the property held by the LLC ("the Property").
According to the Petition-Complaint, plaintiff and defendant were involved in a romantic relationship beginning in 1994, with defendant cohabiting with plaintiff on the Property at certain times. Plaintiff and defendant have two children. Plaintiff alleges that throughout the parties' 13-year relationship, defendant has subjected her to a continuing campaign of physical, sexual, verbal and mental abuse.
As a result, on or about September 9, 2007, plaintiff filed two petitions in Rensselaer County Family Court: a Petition for Custody, seeking sole legal and physical custody of the two children, and a Family Offense Petition. Contemporaneous with such filings, plaintiff sought and obtained a Temporary Order of Protection, which required, inter alia, that defendant stay away from plaintiff and the Property. As a result of the Temporary Order of Protection, defendant is unable to carry out his responsibilities with respect to the LLC.
In order to sever her business ties with defendant, plaintiff alleges that she offered in writing to purchase defendant's one-third membership interest in the LLC. The writing (which plaintiff refers to as "the Offer") is a letter dated September 10, 2007 to plaintiff from her counsel. This letter sets forth "a brief description of how Abdon Buckley's interest in Berle Farms, L.L.C. can be purchased by Beatrice Berle and the procedures that would be followed to obtain judicial dissolution of [the LLC] if Mr. Buckley is unwilling to [agree]" (Petition-Complaint Ex. E).
As set forth in the Offer, plaintiff established the net value of the LLC at $806,000. This was based on fair market value of $825,000 for the Property, a fair market value of $175,710 for the LLC's assets and other equipment, and a deduction of $194,759, representing principal and accrued interest on a loan made by plaintiff to the LLC. Copies of the appraisal of the Property and the asset valuation were provided to defendant with the Offer. Thus, according to plaintiff, the Offer proposed that plaintiff would purchase defendant's one-third interest in the LLC for a lump sum payment of $268,666, subject to certain ...