Franklin C. McRoberts

Franklin C. McRoberts focuses on litigated business disputes between closely-held business owners, including partnership, corporation, and LLC derivative suits, dissolutions, breakups, buyouts, cash-out mergers, and valuations. 

 

Frank also represents schools, businesses, and real property owners prosecuting or defending insurance coverage litigation, including in disputes against primary, excess, and umbrella insurance companies and brokers over reservations of rights, disclaimers, denials of defense or indemnity, rescissions, bad faith, and errors and omissions. 

 

Frank’s practice also includes general contract disputes, business torts, restrictive covenants, and real estate transaction disputes.

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Experience

• Affirmance of denial of dismissal of cooperative board’s motion to dismiss sponsor’s complaint in litigation over validity of sponsor’s exercise of option in proprietary leases to repurchase unsold shares of stock (Cord Meyer Dev. Co. v Forest Hills Owners Corp., ___ AD3d ___, 2024 NY Slip Op 03727 [2d Dept July 10, 2024])
• Denial of insurers’ motion to compel school district insured to produce its underlying liability defense attorneys’ reports, recommendations, and legal advice to the school board regarding settlement allegedly to evaluate the “reasonableness” of the amounts of the insured’s settlement of multiple Child Victims Act lawsuits, and grant of the school district’s separate motion to compel its insurer to produce documents concerning the amounts of other CVA settlements, verdicts, and judgments because the insurer at deposition questioned the “reasonableness” of the settlements based upon its “experience” and “what we have seen” settling other CVA claims (Cold Spring Harbor Cent. Sch. Dist. v Graphic Arts Mut. Ins. Co., 2024 WL 3375131, 2024 WL 3375132, and 2024 WL 3375130 [Sup Ct, Suffolk County June 28, 2024])
• Reversal of denial of dismissal of liability insurance carrier’s affirmative defenses to insureds’ counterclaims for breach of contract and bad faith (Starr Indem. & Liab. Co. v Monte Carlo, LLC, 227 AD3d 682 [1st Dept 2024]), following earlier reversal of denial of insureds’ motion for summary judgment and grant on appeal of summary judgment dismissing insurer’s complaint for rescission and for summary judgment on liability on insureds’ counterclaims for breach of contract and declaratory judgment (190 AD3d 441 [1st Dept 2021]), followed by dismissal of carrier’s motion for leave to appeal to New York State Court of Appeals (37 NY3d 932 [2021])
• Affirmance of denial of dismissal of petition in fair value appraisal proceeding following LLC cash-out merger due to alleged assignment of merged-out LLC interest prior to merger’s consummation (Mattone Group Springnex, LLC v CFM Dev., LLC, 226 AD3d 787 [2d Dept 2024])
• Reversal of denial of dismissal of $5 million counterclaim for lost future profits under Article 2 of the Uniform Commercial Code for failure to plead lost profits were within the contemplation of the parties at the time of contracting (Island Ordnance Sys., LLC v Amerimex, Inc., 224 AD3d 821 [2d Dept 2024]), and grant of summary judgment on the complaint for breach of contract and action for the price under UCC Article 2 (2024 WL 2273521 [Sup Ct, Nassau County Feb. 20, 2024])
• Summary judgment concluding father-and-son business divorce litigation dismissing sole surviving shareholder derivative claim for misappropriation of corporate opportunity as barred by the statute of limitations (Troffa v Troffa, 2023 NY Slip Op 30544[U] [Sup Ct, Suffolk County 2023]), following earlier pre-answer dismissal of all direct claims for breach of fiduciary duty, constructive trust, and quiet title to land (Troffa v Troffa, 2017 NY Slip Op 33265[U] [Sup Ct, Suffolk County 2017])
• Affirmance of pre-answer dismissal of claims for tortious interference with business opportunity, tortious interference with contract, breach of fiduciary duty, civil conspiracy, fraud, and breach of the duty to negotiate in good faith related to an alleged joint venture to redevelop Oheka Castle (S. Bank N.A. v Kahn Prop. Owner, LLC, 206 AD3d 851 [2d Dept 2022])
• Reversal of denial of pre-answer dismissal of claims seeks to challenge a fully-consummated LLC cash-out merger, holding for the first time by any New York appellate court that the exclusive appraisal remedy of Limited Liability Company Law § 1002 prohibits any post-merger claims seeking to set aside or rescind an LLC merger on grounds of fraud or illegality (Farro v Schochet, 190 AD3d 689 [2d Dept 2021])
• Affirmance of denial of summary judgment for wrongful partnership withdrawal under Partnership Law § 62, holding that an attempted withdraw in contravention of the partnership agreement was ineffective to dissolve the partnership (Wiener v Weissman, 164 AD3d 1162 [1st Dept 2018],) and subsequent dismissal of opponent’s motion for leave to appeal to Court of Appeals (32 NY3d 1144 [2019])

Community Work

• Roslyn Landmark Society, Board of Trustees
• Caumsett Foundation, Board of Directors

Recognition

• Super Lawyers, New York Metro, Business Litigation, 2020-Present
• Super Lawyers, New York Metro Rising Stars, Business Litigation, 2013-2018
• The Best Lawyers in America, Commercial Litigation, 2023-present
• Martindale Hubbell, AV Preeminent Peer Review Rating