Herlart, Inc. v. Storer

283 A.D. 1015, 131 N.Y.S.2d 714

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: June 8, 1954
• Status: Published

Opinion

Per Curiam.

The challenged complaint fails to contain sufficient factual allegations to charge appellant, who was at no time a director of the corporation, with any actionable misconduct. Indeed, the allegations themselves clearly establish the absence of any wrongdoing by appellant against the corporation.

Courts will not interfere with the internal management of a corporation, especially where as here the resolutions attacked insofar as appellant is concerned relate to matters constituting nothing more than the exercise by the corporate directors of business judgment not amounting in any sense to fraud or conduct so oppressive as to be the equivalent of fraud. (Blaustein v. Pan Amer. Petroleum & Transp. Co., 293 N. Y. 281, 302, 303; Kalmanash v. Smith, 291 N. Y. 142, 155; Greenebaum v. Lilienthal & Co., 280 App. Div. 132.)

Accordingly, the order denying the motion for dismissal of the complaint should be reversed and the motion to dismiss the complaint should be granted, with $20 costs and disbursements.

In view of the dismissal of the complaint, the appeal from the order denying motion to require plaintiff to separately state and number causes of action should be dismissed.

Peck, P. J., Cohn, Breitel, Bastow and Botein, JJ., concur.

Order unanimously reversed, with $20 costs and disbursements to the appellant, the motion granted, and judgment is directed to be entered in favor of the defendant dismissing the complaint herein, with costs.

Appeal, having become academic by virtue of the decision of this court in appeal [from order denying dismissal of complaint], decided herewith, is unanimously dismissed.