I like writing this blog. What I don’t like is coming up with ideas for it. Pennsylvania courts just aren’t pumping out business divorce cases with the frequency I’d like to keep the posts flowing. But occasionally we get a gem. The Superior Court’s recent decision in Cramer v. Kaplin Stewart Meloff Reiter & Stein, P.C., 2026 WL 1961013 (Pa. Super. July 7, 2026), gives us plenty to talk about.

The holding is not groundbreaking — Pennsylvania law requires a derivative plaintiff to make a demand on the corporation, and failure to make that demand is fatal to the claim. I’ve written about this before (see my prior post on the demand requirement). The interesting part is the context in which the demand issue reached the court. That context gives us a peek into the messy world of business divorce litigation, puts some creative lawyering on display, and suggests how it could have been executed better.

The Freezeout, the Firm, and the Failed Demand

Evan Cramer and his brother Matthew were co-equal 50% owners of two companies — M. Cramer & Associates LLC and Philadelphia Theatrical Supply, Inc. The Kaplin Stewart law firm represented the companies for years. When the brothers’ relationship broke down, Matthew (per the complaint) went to Kaplin Stewart for help pushing Evan out, which the complaint alleges the firm provided.

Setting aside the apparent conflict of interest, the Kaplin Stewart attorneys apparently failed to consider or advise Matthew on the potential impact the freezeout could have on the companies’ financing and bonding facilities, both of which Evan and Matthew personally guaranteed. As a result of the alleged freezeout, the companies’ lender refused to extend their line of credit without Evan’s consent, bonded contracts fell through, and the businesses started circling the drain. Id. at *3.