Dubro v. Kerner

Appellate Division of the Supreme Court of New York

Dubro v. Kerner

140 A.D.2d 234, 528 N.Y.S.2d 78, 1988 N.Y. App. Div. LEXIS 5280

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

DecidedMay 19, 1988

StatusPublished

Cited by1 cases

This text of 140 A.D.2d 234 (Dubro v. Kerner) 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

Dubro v. Kerner, 140 A.D.2d 234, 528 N.Y.S.2d 78, 1988 N.Y. App. Div. LEXIS 5280 (N.Y. Ct. App. 1988).

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Opinion

The matter involves a contract of sale for the shares in a coop contingent upon the purchasers obtaining adequate financing and upon the consent of the cooperative to the transfer. The purchasers were approved as such. However, they obtained a loan commitment which required that the co-op execute a recognition agreement prior to obtaining the loan. The board of directors refused to accept any recognition agreement.

The plaintiffs sought a declaratory judgment that the defendants, being 9 of the 11 members of the board of directors of the co-op, had a duty to arrange for signing recognition agreements, provided that the prospective purchasers were otherwise satisfactory. A preliminary injunction was sought compelling the signature and was denied. We affirm on the basis that the record is not sufficiently complete as to whether the stockholders have adopted this position (cf., Fe Bland v Two Trees Mgt. Co., 66 NY2d 556) and because there are other issues of fact. Further, there is no showing that, in the event [235]*235the procedure by the board is shown to be invalid, plaintiff cannot be made whole with damages. Concur — Kupferman, J. P., Milonas, Rosenberger and Ellerin, JJ.

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The matter involves a contract of sale for the shares in a coop contingent upon the purchasers obtaining adequate financing and upon the consent of the cooperative to the transfer. The purchasers were approved as such. However, they obtained a loan commitment which required that the co-op execute a recognition agreement prior to obtaining the loan. The board of directors refused to accept any recognition agreement.

The plaintiffs sought a declaratory judgment that the defendants, being 9 of the 11 members of the board of directors of the co-op, had a duty to arrange for signing recognition agreements, provided that the prospective purchasers were otherwise satisfactory. A preliminary injunction was sought compelling the signature and was denied. We affirm on the basis that the record is not sufficiently complete as to whether the stockholders have adopted this position (cf., Fe Bland v Two Trees Mgt. Co., 66 NY2d 556) and because there are other issues of fact. Further, there is no showing that, in the event [235]*235the procedure by the board is shown to be invalid, plaintiff cannot be made whole with damages. Concur — Kupferman, J. P., Milonas, Rosenberger and Ellerin, JJ.

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Bluebook (online)

140 A.D.2d 234, 528 N.Y.S.2d 78, 1988 N.Y. App. Div. LEXIS 5280, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dubro-v-kerner-nyappdiv-1988.

Opinion

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