Ganzi v. Ganzi

Appellate Division of the Supreme Court of New York

Ganzi v. Ganzi

2016 NY Slip Op 7613, 144 A.D.3d 510, 40 N.Y.S.3d 766

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

DecidedNovember 15, 2016

Docket2233 653074/12

StatusPublished

Cited by14 cases

This text of 2016 NY Slip Op 7613 (Ganzi v. Ganzi) 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

Ganzi v. Ganzi, 2016 NY Slip Op 7613, 144 A.D.3d 510, 40 N.Y.S.3d 766 (N.Y. Ct. App. 2016).

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Opinion

Order, Supreme Court, New York County (Jeffrey K. Oing, J.), entered March 8, 2016, which denied so much of defendants’ motion for summary judgment as sought dismissal of plaintiffs’ first and fourth causes of action on statute of limitations and laches grounds, granted so much of the motion as sought dismissal of the fifth, eighth and tenth causes of action as derivative claims, and denied defendants’ separate motion for leave to amend the answer to include the affirmative defense of lack of derivative standing, unanimously affirmed, without costs.

Defendants failed to establish that plaintiffs’ derivative claims asserted in their first and fourth causes of action were time-barred. Plaintiffs raised triable issues relating to the harm they suffered from the allegedly improper licencing agreements that defendants had executed within the limitations period. Issues of fact concerning the reasonableness of plaintiffs’ delay in bringing this action similarly preclude summary judgment on defendants’ laches defense (see Solomon R. Guggenheim Found, v Lubell, 77 NY2d 311, 321 [1991]).

*511 Plaintiffs’ direct claims asserted in the fifth, eighth and tenth causes of action for breach of fiduciary duty, oppression of minor shareholders and unjust enrichment were properly dismissed as derivative since the harm is alleged to be directly to the subject corporation and indirectly to plaintiffs (see Yudell v Gilbert, 99 AD3d 108, 113-114 [1st Dept 2012]).

The court properly denied the motion for leave to amend the answer to add the affirmative defense of lack of standing for the derivative claims. Plaintiffs’ shares devolved upon them by operation of law under Business Corporation Law § 626 (see Pessin v Chris-Craft Indus., 181 AD2d 66, 71 [1st Dept 1992]).

Concur—Acosta, J.P., Renwick, Moskowitz, Feinman and Kahn, JJ.

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Order, Supreme Court, New York County (Jeffrey K. Oing, J.), entered March 8, 2016, which denied so much of defendants’ motion for summary judgment as sought dismissal of plaintiffs’ first and fourth causes of action on statute of limitations and laches grounds, granted so much of the motion as sought dismissal of the fifth, eighth and tenth causes of action as derivative claims, and denied defendants’ separate motion for leave to amend the answer to include the affirmative defense of lack of derivative standing, unanimously affirmed, without costs.

Defendants failed to establish that plaintiffs’ derivative claims asserted in their first and fourth causes of action were time-barred. Plaintiffs raised triable issues relating to the harm they suffered from the allegedly improper licencing agreements that defendants had executed within the limitations period. Issues of fact concerning the reasonableness of plaintiffs’ delay in bringing this action similarly preclude summary judgment on defendants’ laches defense (see Solomon R. Guggenheim Found, v Lubell, 77 NY2d 311, 321 [1991]).

*511 Plaintiffs’ direct claims asserted in the fifth, eighth and tenth causes of action for breach of fiduciary duty, oppression of minor shareholders and unjust enrichment were properly dismissed as derivative since the harm is alleged to be directly to the subject corporation and indirectly to plaintiffs (see Yudell v Gilbert, 99 AD3d 108, 113-114 [1st Dept 2012]).

The court properly denied the motion for leave to amend the answer to add the affirmative defense of lack of standing for the derivative claims. Plaintiffs’ shares devolved upon them by operation of law under Business Corporation Law § 626 (see Pessin v Chris-Craft Indus., 181 AD2d 66, 71 [1st Dept 1992]).

Concur—Acosta, J.P., Renwick, Moskowitz, Feinman and Kahn, JJ.

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Bluebook (online)

2016 NY Slip Op 7613, 144 A.D.3d 510, 40 N.Y.S.3d 766, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ganzi-v-ganzi-nyappdiv-2016.

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