Buist v. Brown, Raysman & Millstein

Appellate Division of the Supreme Court of New York

Buist v. Brown, Raysman & Millstein

210 A.D.2d 131, 621 N.Y.S.2d 297

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

DecidedDecember 15, 1994

StatusPublished

This text of 210 A.D.2d 131 (Buist v. Brown, Raysman & Millstein) 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.

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Buist v. Brown, Raysman & Millstein, 210 A.D.2d 131, 621 N.Y.S.2d 297 (N.Y. Ct. App. 1994).

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Opinion

—Order and judgment (one paper), Supreme Court, New York County (Karla Moskowitz, J.), entered December 29, 1993, inter alia, granting defendants’ cross-motion for summary judgment dismissing the complaint in its entirety, unanimously affirmed, with costs.

[132]*132In this action grounded primarily on defendants’ alleged legal malpractice in connection with the settlement of a Michigan action for $800,000, defendants established a prima facie entitlement to summary judgment. Plaintiff claims defendants were not authorized to enter into the post-trial settlement to avoid appellate litigation, where a jury verdict had awarded plaintiff corporation $1.3 million. The record reflects that plaintiff corporation’s president at the time was William Brady, also owner of 42.5% of the shares, who authorized the settlement. A dispute involving the shareholders of the New Jersey based computer software plaintiff corporation did not adversely affect the ability of its then president to authorize defendant law firm to settle and conclude the Michigan lawsuit. The deposit of the proceeds into plaintiff’s corporate bank account after deduction for legal fees and expenses as well as IRS tax liens on plaintiff was proper. To the extent that two of plaintiff’s shareholders called a meeting to oust Brady before the settlement was finalized, those parties failed to comply with the applicable New Jersey corporation law, or corporate by-laws pertaining to calling such a meeting and requisite quorum requirements pertaining to validating the resolutions passed by those present at. the meeting. Since plaintiff has failed to demonstrate the existence of any material issues of fact concerning the propriety of defendants’ actions, pursuant to Brady’s authorization, summary judgment in favor of defendants was appropriately granted.

We have considered plaintiffs’ remaining arguments and find them to be without merit. Concur—Rosenberger, J. R, Wallach, Kupferman, Ross and Williams, JJ.

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—Order and judgment (one paper), Supreme Court, New York County (Karla Moskowitz, J.), entered December 29, 1993, inter alia, granting defendants’ cross-motion for summary judgment dismissing the complaint in its entirety, unanimously affirmed, with costs.

[132]*132In this action grounded primarily on defendants’ alleged legal malpractice in connection with the settlement of a Michigan action for $800,000, defendants established a prima facie entitlement to summary judgment. Plaintiff claims defendants were not authorized to enter into the post-trial settlement to avoid appellate litigation, where a jury verdict had awarded plaintiff corporation $1.3 million. The record reflects that plaintiff corporation’s president at the time was William Brady, also owner of 42.5% of the shares, who authorized the settlement. A dispute involving the shareholders of the New Jersey based computer software plaintiff corporation did not adversely affect the ability of its then president to authorize defendant law firm to settle and conclude the Michigan lawsuit. The deposit of the proceeds into plaintiff’s corporate bank account after deduction for legal fees and expenses as well as IRS tax liens on plaintiff was proper. To the extent that two of plaintiff’s shareholders called a meeting to oust Brady before the settlement was finalized, those parties failed to comply with the applicable New Jersey corporation law, or corporate by-laws pertaining to calling such a meeting and requisite quorum requirements pertaining to validating the resolutions passed by those present at. the meeting. Since plaintiff has failed to demonstrate the existence of any material issues of fact concerning the propriety of defendants’ actions, pursuant to Brady’s authorization, summary judgment in favor of defendants was appropriately granted.

We have considered plaintiffs’ remaining arguments and find them to be without merit. Concur—Rosenberger, J. R, Wallach, Kupferman, Ross and Williams, JJ.

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Bluebook (online)

210 A.D.2d 131, 621 N.Y.S.2d 297, Counsel Stack Legal Research, https://law.counselstack.com/opinion/buist-v-brown-raysman-millstein-nyappdiv-1994.