Miller v. Ross

Order, Supreme Court, New York County (Charles E. Ramos, J), entered February 16, 2007, which denied defendants’ motion for partial summary judgment and granted plaintiffs’ cross motion for summary judgment seeking to unwind the conversion of defendant New York limited partnership into a Delaware limited liability company, unanimously modified, on the law, to the extent of declaring that the conversion is a nullity as in violation of Limited Liability Company Law § 1006 (c), and otherwise affirmed, with costs in favor of plaintiffs.

Correctly applying New York rather than Delaware law to the…