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.
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, ___ AD3d ___, 2024 NY Slip Op 01925 [2d Dept Apr. 10, 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])
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 (U.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 LLC 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])
Reversal of denial of summary judgment, granting summary judgment dismissing insurer’s complaint for rescission of a policy of commercial property and casualty insurance based upon alleged misrepresentation in the insurance application, and granting summary judgment for insured on liability for breach of contract and declaratory judgment, and subsequent dismissal as nonfinal of insurer’s motion for leave to appeal to New York State Court of Appeals (Starr Indem. & Liab. Co. v Monte Carlo, LLC, 190 AD3d 441 [1st Dept 2021], lv dismissed37 NY3d 932 [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, and subsequent dismissal as nonfinal of opponent’s motion for leave to appeal to New York State Court of Appeals (Wiener v Weissman, 164 AD3d 1162 [1st Dept 2018], lv dismissed32 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
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