When a business dispute threatens your company or your money, you need a clear answer to one question: what do we do now? Toporowski Law handles commercial litigation for New York business owners, partners, shareholders, LLC members, executives, and companies. We take on breach of contract, partnership and shareholder disputes, business divorce, fraud and fiduciary claims, non-compete and trade-secret matters, and the collection of money you are owed.
We are a litigation boutique based in Albany with reach across the state. From our Albany home base we represent businesses in the Capital Region, the Hudson Valley, and New York City, and we try cases in New York state and federal courts, in the Commercial Division, and in arbitration.
Most clients come to us worried, and often on a deadline. Our job is to give you a straight read on where you stand, lay out your real options, and move when the situation calls for it.
Breach of Contract Disputes
Most business litigation starts with a broken agreement, and that is the core of our practice. We represent companies on both sides, whether you need to enforce a contract or defend against a claim that you breached one. That covers supply and vendor contracts, service agreements, sales and purchase deals, distribution and licensing arrangements, and the everyday commercial agreements your business runs on.
The pattern is familiar: a vendor fails to deliver, a customer will not pay, or the other side reads a clause in a way that costs you money. We read the contract and the facts, then tell you what it requires, what you can realistically recover or defend, and the most sensible path to get there.
One note on timing: in New York, the deadline to sue for breach of contract is generally six years, but it can be shorter depending on the type of claim and the contract’s own terms, so do not assume you have time.
Business Divorce: Partnership, Shareholder, and LLC-Member Disputes
When co-owners can no longer work together, the company itself is at risk. We represent partners, shareholders, and LLC members in business divorce, the disputes that arise when the people who own a business stop agreeing. These matters include:
- Deadlock between owners who cannot agree and cannot move the business forward
- Freeze-outs and oppression, where one side is cut out of management, information, or distributions
- Buyouts and the fight over what a departing owner’s interest is worth
- An accounting of the company’s books, money, and transactions
- Judicial dissolution when the relationship cannot be saved
Business divorce is as much about leverage and timing as it is about the law, because money and control often shift while you wait. We help you protect your stake, get visibility into the finances, and either negotiate a clean exit or litigate it. If a partner is draining accounts or locking you out, the emergency relief section below often comes first.
Fraud, Breach of Fiduciary Duty, and Business Torts
When someone in a position of trust has misled you or worked against your interests, you may have claims beyond a simple contract dispute. We litigate fraud, breach of fiduciary duty, and other business torts, including partners and managers who put themselves ahead of the business, fraud and misrepresentation that induced you into a deal, tortious interference (a third party sabotaging your contracts or relationships), and unfair competition.
These claims often overlap with contract and business-divorce matters, and we build them together as one coordinated case. We also tell you honestly whether the facts support these claims or whether the dispute is really about the contract, because overreaching on a fraud theory can backfire.
Non-Competes, Restrictive Covenants, and Trade Secrets
If a former employee, partner, or competitor is using what belongs to your business, you usually need to act quickly. We handle disputes over non-compete and non-solicitation agreements, other restrictive covenants, and the theft or misuse of trade secrets and confidential information. For companies, that means enforcing valid agreements when a departing employee takes clients, files, or proprietary information to a competitor; for departing executives and employees, it means challenging overbroad restrictions.
Under current New York law, courts scrutinize restrictive covenants closely, and enforceability turns on the specific language and circumstances, so the wording of your agreement matters a great deal. When confidential data is walking out the door, the first move is often the court intervention covered below.
Guaranty Enforcement, Unpaid Accounts, and Business Debt
If your business is owed money, we work to collect it. We pursue unpaid invoices and accounts, enforce personal and corporate guaranties, and litigate business debt and commercial collection disputes for the company that is owed. We also defend the other side, including disputes over whether a guaranty was validly signed, whether the amount is correct, and whether a charge such as an early-termination fee is enforceable.
For a creditor, the practical questions are how strong the paperwork is, whether the other side can actually pay, and the most cost-effective route to recovery, and we give you that candid read up front.
Commercial Division, Federal Court, and Arbitration
Where your dispute is decided can matter as much as the facts, and we handle the full range of forums New York businesses end up in. We litigate in New York state courts, including the Commercial Division for higher-value commercial cases, and in federal courts across the state, and we represent businesses in arbitration, including before the American Arbitration Association (AAA) and the Financial Industry Regulatory Authority (FINRA).
Each forum has its own rules, pace, and tactics, and many commercial contracts dictate the forum in advance through an arbitration or venue clause. Part of our early review is figuring out where your fight will actually take place and building the strategy around it from the start.
Emergency and Injunctive Relief for Businesses
Some business disputes cannot wait for a case to run its normal course. In the right circumstances, a court can step in at the very start to freeze a harmful situation while the dispute is sorted out. We seek, and defend against, temporary restraining orders (TROs) and preliminary injunctions, for example to:
- Stop a partner from draining company accounts or transferring assets
- Enforce a non-compete before a former employee does more harm
- Protect trade secrets and confidential data before they spread
This relief is not automatic. New York courts grant it only when you can show a likelihood of success, real harm that money alone cannot fix, and a balance of equities in your favor, so the facts and the speed of your first move matter enormously. If something urgent is happening, tell us when you call; the timeline is often measured in days, not weeks.
Why Toporowski Law
Toporowski Law is led by founder Matthew A. Toporowski, a commercial litigator, former prosecutor, and former appellate law clerk. Matt litigates and tries cases in state and federal courts throughout New York, as well as in arbitration. He is admitted in New York and Pennsylvania.
Matt’s commercial litigation experience runs deep. As a member of a complex commercial litigation practice group and trial team, he has represented business owners, shareholders, executives, and companies in disputes involving breach of contract, breach of fiduciary duty, fraud and securities fraud, theft of trade secrets, non-compete and non-solicitation agreements, business divorce and dissolution, trademark infringement, director-and-officer liability, and tortious interference. These matters have spanned industries as varied as polymers, advertising, mutual funds, hedge funds, and bridal startups, litigated before the American Arbitration Association (AAA) and FINRA and in state and federal courts in New York and other states.
When you hire us, you work directly with the attorney handling your matter, not a rotating cast of associates. You get direct access, fast responses, and a clear point of contact who knows your case.
We are also honest about your options, including when a negotiated resolution serves you better than a trial. Litigation is a tool, not a reflex. Sometimes the right move is to push hard in court, and sometimes it is to settle on strong terms and let you get back to running your business. We will tell you which is which.
Our roots are in Albany and our reach is statewide. We regularly represent businesses throughout the Capital Region, the Hudson Valley, and New York City, combining local familiarity with the courts here and the experience to litigate wherever your dispute takes us.
Frequently Asked Questions
What is the difference between commercial litigation and business litigation?
There is no real difference; the terms describe the same work. Commercial litigation, business litigation, and commercial disputes all refer to lawsuits between businesses or between business owners, such as breach of contract, partnership and shareholder fights, fraud, non-compete disputes, and the collection of money owed. We use the term commercial litigation, but if you are searching for a business dispute attorney or business litigation lawyer, you are looking for what we do.
What is a business divorce?
A business divorce is the process of separating co-owners, partners, shareholders, or LLC members, when they can no longer run the company together. Depending on the entity and the facts, it can involve buying out one owner’s interest, fighting a freeze-out or the oppression of a minority owner, an accounting of company finances, or judicial dissolution of the business. We represent owners on both sides of these disputes throughout New York.
How long do I have to sue over a business dispute in New York?
It depends on the type of claim. In New York, the deadline to sue for breach of contract is generally six years, but other claims, such as certain fraud or statutory claims, run on different clocks, and a contract can shorten the window through its own terms. Because missing a deadline can end a strong case before it starts, you should have the specific facts reviewed promptly rather than assuming you have time.
My business partner is freezing me out or draining accounts. What can I do right now?
You may be able to ask a court for emergency relief. In the right circumstances, a New York court can issue a temporary restraining order or preliminary injunction to stop a partner from moving money, locking you out, or making major decisions while the dispute is resolved. This relief is not automatic and the timing matters, so contact us as soon as possible and tell us it is urgent when you call.
Talk to a Business Litigation Attorney
Get a clear read on where you stand. If a business dispute is threatening your company or your money, the first step is a straight assessment of your options and what it will take to protect your position. Schedule a consultation, and you will speak with the attorney who would handle your matter.
Attorney Advertising. This website is for general information only and does not constitute legal advice or create an attorney-client relationship. Prior results do not guarantee a similar outcome. Toporowski Law, PLLC, 150 State Street, Albany, NY 12207.
From our blog: Business Divorce in New York · Do I Have a Breach of Contract Claim?
