The "Unsigned" Trap: A New Legal Loophole That Could Void Your NY LLC Agreement

In the recent case of *Wythe Berry LLC v. Goldman*, a New York court delivered a wake-up call to business owners. The court found that if an LLC entity itself does not sign the operating agreement, it may not be bound by its own arbitration clause. Under this case, the LLC entity may be treated separately from the actual members.

If a member sues the company, you could find yourself trapped in expensive, public litigation instead of private arbitration, all because of a missing signature line.

The fix is simple: ensure the signature page has a line for the "Company" to sign, not just the members. This prevents situations where a member sues the company, and the company can't use the arbitration clause because it "never signed" the agreement.

If you're running a single-member LLC in New York, you can create a professionally-formatted Single-Member Operating Agreement in minutes with Legal Opus.