U.S. Tax Attorney
New York Business Litigation: Resolving Commercial and Corporate Disputes
When commercial disagreements escalate into litigation, the swift and effective resolution of the conflict becomes paramount to protecting your business continuity and financial assets. Our practice focuses exclusively on New York Business Litigation, providing aggressive, strategic representation to resolve the full spectrum of disputes that threaten a company’s financial stability and operational health. We leverage our deep knowledge of New York state and federal court procedures and our specialized financial background to secure your position, whether you are the plaintiff seeking to enforce a right or the defendant defending against an unwarranted claim. Our services span critical areas including debt collection, complex contractual disputes, contentious corporate disputes, and claims involving business torts.
Our litigation strategy is built upon a precise understanding of the legal and financial mechanisms at stake. We handle everything from the initial breach of supply and service agreements and disputes over indemnification provisions, to high-stakes M&A litigation and challenges to corporate governance. A cornerstone of our practice is the rigorous enforcement of financial obligations, where we integrate traditional Debt Collection services with advanced UCC Article 9 enforcement strategy. We initiate litigation to pursue Deficiency claims following a collateral sale and defend against challenges related to the Commercially Reasonable Disposition standard. We work decisively to obtain money Judgments and utilize all available post-judgment remedies, ensuring a disciplined and aggressive approach to maximize recovery and achieve a resolution that aligns with your ultimate business objectives.
MY PRACTICES
Contractual Disputes
Business Torts
Corporate Disputes
Debt Collection
Contractual Disputes: Enforcing Rights and Mitigating Liability
Contracts form the foundation of all commercial activity, and disputes arising from their performance, interpretation, or breach are the most common challenge facing businesses. Our litigation practice specializes in securing effective outcomes in complex Contractual Disputes, guided by the sophisticated body of law governing commercial agreements in New York. We represent clients across the spectrum—from enforcing payment obligations under a sales contract to defending against high-value claims stemming from multi-year service agreements—by focusing on the technical elements required to prove liability and quantify recoverable damages.
Our strategy begins with a forensic analysis of the governing agreement to determine the precise rights and obligations of the parties. We meticulously analyze allegations concerning breach of contract, material misrepresentation, frustration of purpose, and claims related to repudiation or improper termination. A critical focus is on the correct application of contract defenses, such as the Statute of Frauds, lack of consideration, or contractual provisions like force majeure, which may excuse performance under unforeseen circumstances. Our financial background enables us to accurately model potential economic damages, whether we are pursuing claims for lost profits, direct and consequential damages, or defending against inflated loss calculations asserted by the opposing party.
Furthermore, our practice extends to specialized contracts that integrate financial instruments and security provisions. This includes litigating disputes over the terms of Intercreditor Agreements, challenges to the proper application of indemnification clauses in M&A contracts, and enforcing specific provisions within buy-sell agreements. For disputes involving debt, we often litigate claims against personal and corporate guaranties, ensuring that the obligor’s liability is fully secured and enforceable against their assets. By viewing every contract dispute through a dual lens of legal rigor and financial reality, we ensure our litigation strategy is always aligned with our client's ultimate goal of risk mitigation and asset protection.
While contract law addresses broken promises, Business Torts address intentional or malicious conduct that causes direct financial harm to a business, often involving unfair competition, deception, or breaches of duty. These high-stakes cases require a litigation strategy focused on proving the defendant's improper intent and securing both compensatory damagesand, where appropriate, punitive damages to punish egregious conduct. Our practice is adept at navigating the complex evidentiary requirements necessary to prove these non-contractual claims under New York law.
One critical area is the protection of economic relationships against interference. We litigate claims of Tortious Interference with Contractual Relations, which occurs when a third party knowingly and improperly induces a breach between a client and another party, and Tortious Interference with Prospective Economic Advantage, which protects a client's business expectancies even without a formal contract. These claims are vital for safeguarding sales, supply chains, and acquisition opportunities from unwarranted attacks by competitors. Similarly, we handle claims involving the misappropriation of a company’s proprietary information, such as the theft of trade secrets, customer lists, or confidential business strategies, often necessitating rapid action to obtain emergency injunctive relief.
A further focus lies in actions against a company's own leadership. We pursue litigation for Breach of Fiduciary Dutyagainst corporate officers, directors, or managers who prioritize their personal interests over the company's well-being, such as engaging in self-dealing or usurping corporate opportunities. These disputes are often intertwined with internal corporate disputes and require meticulous tracing of the fiduciary’s actions and the resulting financial losses to the corporation. In all business torts cases, our goal is not merely to recover the financial loss, but to aggressively stop the unlawful conduct and establish a clear precedent that deters future malicious actions against our client’s business interests.
Business Torts: Protecting Against Unfair Competition and Malicious Conduct
3. Corporate Disputes: Internal Conflicts and Governance Challenges
Internal conflict within a business—involving shareholders, partners, or boards of directors—presents a unique and destructive threat that can paralyze operations and destroy enterprise value. Our litigation practice handles complex Corporate Disputes, focusing on cases where governance failures, breaches of agreements, or power struggles necessitate legal intervention to protect the rights of our clients and restore corporate functionality. These disputes are highly specialized, often requiring a deep understanding of corporate charters, shareholder agreements, and the duties imposed by New York's Business Corporation Law.
A significant portion of our work involves representing minority shareholders or partners in claims of Oppression and Freeze-Outs. When majority owners use their control to deny a minority owner their fair share of profits or impede their participation in governance, we pursue legal actions to compel a fair buyout or judicial dissolution of the entity. This often requires complex valuation of the business under judicial supervision to ensure the minority interest receives fair value for their stake. Conversely, we defend corporations and majority owners against such claims, arguing for the proper exercise of business judgment and adherence to the foundational corporate documents.
Furthermore, we litigate disputes stemming from poorly executed corporate events, such as contested mergers and acquisitions, litigation over indemnification and escrow funds, or post-closing claims related to breaches of representations and warranties. We advise clients on the technical requirements of bringing Derivative Actions, where a shareholder sues on behalf of the corporation against directors or officers for malfeasance. By providing clear counsel on the fiduciary duties owed by directors and officers, we ensure our clients' interests—whether they are defending the corporate entity or challenging internal abuses—are vigorously pursued to achieve a controlled resolution.
A critical component of our practice involves the aggressive and legally compliant recovery of outstanding commercial obligations. Our Debt Collection and Enforcement services are meticulously designed to transform uncollected receivables and defaulted financial instruments into realized capital, utilizing the full range of legal remedies available under New York law and the Uniform Commercial Code (UCC). We handle claims ranging from simple past-due invoices to complex, multi-million dollar secured obligations.
For Unsecured Debt, our process begins with strategic pre-litigation demands and settlement negotiations. When those fail, we move swiftly to litigation to obtain a money Judgment. Our enforcement strategy focuses on maximizing the client's position by securing the judgment and then diligently executing on it. This involves utilizing post-judgment remedies such as asset discovery, bank account levies (garnishment), and seizure of non-exempt property, ensuring a disciplined and aggressive approach to recovery that follows the strict procedural rules of New York's Civil Practice Law and Rules.
For Secured Creditors, our enforcement actions are deeply integrated with UCC Article 9, Part 6. We initiate the legal process to pursue the entire outstanding amount, including the Deficiency that remains after a collateral sale. This often involves defending against counterclaims filed by the debtor, particularly those challenging the creditor's compliance with the Commercially Reasonable Disposition standard or the statutory Notice of Disposition requirements. Our expertise in the UCC allows us to proactively manage the litigation risk, including rebutting any claims that seek to invoke the Rebuttable Presumption Rule to eliminate the deficiency entirely. Our goal in every case is to ensure the maximum legally recoverable amount is successfully converted back into our client's operating capital.
Debt Collection and Enforcement: Transforming Debt into Recovered Capital
Viacheslav Kutuzov | International & U.S. Taxation Expert
We minimize your taxes domestically and internationally...
Viacheslav Kutuzov
VIACHESLAV KUTUZOV, Esq.
International and U.S. Taxation Expert
New York Tax Attorney & Counselor-at-Law (6192033)
55 Broadway, Floor 3, New York, New York 10006
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