Aliotta v. Samperisi

Appellate Division of the Supreme Court of New York

Aliotta v. Samperisi

2 A.D.2d 901, 157 N.Y.S.2d 143, 1956 N.Y. App. Div. LEXIS 3744

CourtAppellate Division of the Supreme Court of the State of New York

DecidedNovember 26, 1956

StatusPublished

Cited by2 cases

This text of 2 A.D.2d 901 (Aliotta v. Samperisi) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Aliotta v. Samperisi, 2 A.D.2d 901, 157 N.Y.S.2d 143, 1956 N.Y. App. Div. LEXIS 3744 (N.Y. Ct. App. 1956).

Pincite

Opinion

In an action by a minority stockholder to compel the directors to take proceedings to dissolve appellant corporation and for incidental relief, the appeal is from an order denying appellants’ motion to dismiss the amended complaint for insufficiency, pursuant to rule 106 of the Rules of Civil Practice. Order reversed, without costs, motion granted and amended complaint dismissed. The allegations of the amended complaint are insufficient to establish a cause of action for dissolution. They fail to show that the capital of the corporation was looted by the majority stockholders, or that they are maintaining the corporate existence for some special benefit of their own at the sacrifice of the interest of the minority stockholder (Gross v. Price, 284 App. Div. 964). Neither common law nor statutory authority is shown for removal of the individual appellants as officers and directors, or for according to this minority stockholder, in his personal capacity, a cause of action for waste and for an accounting (General Corporation Law, §§ 60, 61; Matter of Burkin [Katz], 1 N Y 2d 570). In the circumstances, there is no basis for the appointment of a receiver (Purdy v. Humphrey, 192 Misc. 309, affd. 274 App. Div. 841). Wenzel, Acting P. J., Murphy, Ughetta, Hallinan and Kleinfeld, JJ., concur.

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In an action by a minority stockholder to compel the directors to take proceedings to dissolve appellant corporation and for incidental relief, the appeal is from an order denying appellants’ motion to dismiss the amended complaint for insufficiency, pursuant to rule 106 of the Rules of Civil Practice. Order reversed, without costs, motion granted and amended complaint dismissed. The allegations of the amended complaint are insufficient to establish a cause of action for dissolution. They fail to show that the capital of the corporation was looted by the majority stockholders, or that they are maintaining the corporate existence for some special benefit of their own at the sacrifice of the interest of the minority stockholder (Gross v. Price, 284 App. Div. 964). Neither common law nor statutory authority is shown for removal of the individual appellants as officers and directors, or for according to this minority stockholder, in his personal capacity, a cause of action for waste and for an accounting (General Corporation Law, §§ 60, 61; Matter of Burkin [Katz], 1 N Y 2d 570). In the circumstances, there is no basis for the appointment of a receiver (Purdy v. Humphrey, 192 Misc. 309, affd. 274 App. Div. 841). Wenzel, Acting P. J., Murphy, Ughetta, Hallinan and Kleinfeld, JJ., concur.

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Bluebook (online)

2 A.D.2d 901, 157 N.Y.S.2d 143, 1956 N.Y. App. Div. LEXIS 3744, Counsel Stack Legal Research, https://law.counselstack.com/opinion/aliotta-v-samperisi-nyappdiv-1956.

Opinion

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