ET JV Holdings, LLC v TBH-ASL BSA Member LLC

Holding The court held that a premature buy-back notice is defective under New York law’s strict construction of option contracts, requiring notice to be served within the specified period. Additionally, the court determined that the proposed sale violated the operating agreement because it was not for the ‘entire Company’ and included prohibited additional consideration in the form of management fees.

The court’s words

the Court finds that the premature Buy Back Notice is defective under New York law, which applies a strict construction principle to option contracts

2026 NY Slip Op 51558[U], at the official text

the sale is not for the 'entire Company' because the post-sale structure allows Bluestar to retain—at their election—99% of their interest

2026 NY Slip Op 51558[U], at the official text

Bluestar's compensation in the form of management fees is prohibited additional consideration in connection with the transaction

2026 NY Slip Op 51558[U], at the official text

it is beyond the province of the Court to re-write the parties' negotiated agreement

2026 NY Slip Op 51558[U], at the official text