Key Takeaways:
- New York courts order forced buyouts in LLC dissolution cases even though the LLC Law nowhere authorizes them — but only as relief layered onto a winning dissolution claim, never as a workaround for a losing one.
- The doctrine’s turning point is Mizrahi v. Cohen, where the Second Department imposed a buyout the operating agreement did not provide for — converting the equitable buyout from a remedy courts may order into one they sometimes must order.