Cohen v. Ark Asset Holdings, Inc.

Appellate Division of the Supreme Court of New York

Cohen v. Ark Asset Holdings, Inc.

302 A.D.2d 209, 755 N.Y.S.2d 37, 2003 N.Y. App. Div. LEXIS 837

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

DecidedFebruary 4, 2003

StatusPublished

Cited by2 cases

This text of 302 A.D.2d 209 (Cohen v. Ark Asset Holdings, Inc.) 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

Cohen v. Ark Asset Holdings, Inc., 302 A.D.2d 209, 755 N.Y.S.2d 37, 2003 N.Y. App. Div. LEXIS 837 (N.Y. Ct. App. 2003).

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Opinion

Order and judgment (one paper), Supreme Court, New York County (Ira Gammerman, J.), entered March 12, 2002, which granted respondent’s application to confirm the arbitrator’s award and to dismiss the petition brought pursuant to CPLR article 78, and declared, inter alia, that the redemption by respondent of petitioner’s shares was effective and awarded respondent attorneys’ fees pursuant to previous orders (same court and Justice), entered on or about November 5, 2001 and March 11, 2002, brought up for review by the judgment, unanimously affirmed, with costs. Appeals from the aforesaid prior orders unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

Contrary to appellant former shareholder’s contention, [210]*210Supreme Court fulfilled its role in determining, correctly, that the arbitrator’s award was not irrational, contrary to public policy, or in manifest disregard of the law (see Hackett v Milbank, Tweed, Hadley & McCloy, 86 NY2d 146, 155 [1995]). Her determination that redemption was authorized was rational because, inter alia, petitioner’s cessation of services to respondent rendered him outside respondent’s intent to provide the benefits of financial growth to employees or persons otherwise part of the corporate family. It was also rational for the arbitrator to determine that the parties’ 1991 waiver agreement did not preclude the redemption, either because the 1991 agreement was limited to only one of the events triggering redemption or because it had been effectively superseded by a subsequent shareholder agreement applicable to the broad category of the “subject matter” therein, plainly including redemptive rights.

Nor did the award violate any public policy against minority shareholder freezeouts. The contention that the award violated the policy behind the shareholder’s common-law right of inspection is unavailing in view of petitioner’s adjudicated nonshareholder status.

Finally, the correction of the arbitration award to grant attorneys’ fees to respondent was proper and was in the interest of fairness, particularly in light of petitioner’s request for such fees at an early juncture of the arbitration proceeding.

We have considered appellant’s other contentions and find them unavailing. Concur — Nardelli, J.P., Andrias, Buckley, Rosenberger and Friedman, JJ.

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Order and judgment (one paper), Supreme Court, New York County (Ira Gammerman, J.), entered March 12, 2002, which granted respondent’s application to confirm the arbitrator’s award and to dismiss the petition brought pursuant to CPLR article 78, and declared, inter alia, that the redemption by respondent of petitioner’s shares was effective and awarded respondent attorneys’ fees pursuant to previous orders (same court and Justice), entered on or about November 5, 2001 and March 11, 2002, brought up for review by the judgment, unanimously affirmed, with costs. Appeals from the aforesaid prior orders unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

Contrary to appellant former shareholder’s contention, [210]*210Supreme Court fulfilled its role in determining, correctly, that the arbitrator’s award was not irrational, contrary to public policy, or in manifest disregard of the law (see Hackett v Milbank, Tweed, Hadley & McCloy, 86 NY2d 146, 155 [1995]). Her determination that redemption was authorized was rational because, inter alia, petitioner’s cessation of services to respondent rendered him outside respondent’s intent to provide the benefits of financial growth to employees or persons otherwise part of the corporate family. It was also rational for the arbitrator to determine that the parties’ 1991 waiver agreement did not preclude the redemption, either because the 1991 agreement was limited to only one of the events triggering redemption or because it had been effectively superseded by a subsequent shareholder agreement applicable to the broad category of the “subject matter” therein, plainly including redemptive rights.

Nor did the award violate any public policy against minority shareholder freezeouts. The contention that the award violated the policy behind the shareholder’s common-law right of inspection is unavailing in view of petitioner’s adjudicated nonshareholder status.

Finally, the correction of the arbitration award to grant attorneys’ fees to respondent was proper and was in the interest of fairness, particularly in light of petitioner’s request for such fees at an early juncture of the arbitration proceeding.

We have considered appellant’s other contentions and find them unavailing. Concur — Nardelli, J.P., Andrias, Buckley, Rosenberger and Friedman, JJ.

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Bluebook (online)

302 A.D.2d 209, 755 N.Y.S.2d 37, 2003 N.Y. App. Div. LEXIS 837, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cohen-v-ark-asset-holdings-inc-nyappdiv-2003.

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