Honzawa Holding Co. v. Hiro Enterprise USA, Inc.

Appellate Division of the Supreme Court of New York

Honzawa Holding Co. v. Hiro Enterprise USA, Inc.

291 A.D.2d 318, 737 N.Y.S.2d 847, 2002 N.Y. App. Div. LEXIS 1782

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

DecidedFebruary 21, 2002

StatusPublished

Cited by1 cases

This text of 291 A.D.2d 318 (Honzawa Holding Co. v. Hiro Enterprise USA, 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

Honzawa Holding Co. v. Hiro Enterprise USA, Inc., 291 A.D.2d 318, 737 N.Y.S.2d 847, 2002 N.Y. App. Div. LEXIS 1782 (N.Y. Ct. App. 2002).

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Opinion

—Order, Supreme Court, New York County (Ira Gammerman, J.), entered on or about January 14, 2000, which, inter alia, granted defendants’ motion to dismiss the complaint pursuant to CPLR 3211, unanimously affirmed, with costs.

The causes of action pursuant to Business Corporation Law §§ 1104 and 1104-a were properly dismissed on the basis of plaintiffs’ admissions that neither is a shareholder of record of any of the subject corporations (see, Davis v Davis, 266 AD2d 867, 868). Plaintiffs’ purported shareholder derivative action was properly dismissed, even to the extent that plaintiffs are permitted to plead a so-called double derivative action (see, Pessin v Chris-Craft Indus., 181 AD2d 66, 72-73), since plaintiffs do not satisfy the contemporaneous ownership rule (Business Corporation Law § 626 [b]), which is to be strictly enforced (see, Pessin, supra at 70). The alleged lifetime employment contract is unenforceable (see, Lowinger v Lowinger, 287 AD2d 39, 45).

We have considered plaintiffs’ remaining contentions and find that they have not set forth any other cognizable cause of action. Concur — Williams, J.P., Mazzarelli, Ellerin, Lerner and Rubin, JJ.

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—Order, Supreme Court, New York County (Ira Gammerman, J.), entered on or about January 14, 2000, which, inter alia, granted defendants’ motion to dismiss the complaint pursuant to CPLR 3211, unanimously affirmed, with costs.

The causes of action pursuant to Business Corporation Law §§ 1104 and 1104-a were properly dismissed on the basis of plaintiffs’ admissions that neither is a shareholder of record of any of the subject corporations (see, Davis v Davis, 266 AD2d 867, 868). Plaintiffs’ purported shareholder derivative action was properly dismissed, even to the extent that plaintiffs are permitted to plead a so-called double derivative action (see, Pessin v Chris-Craft Indus., 181 AD2d 66, 72-73), since plaintiffs do not satisfy the contemporaneous ownership rule (Business Corporation Law § 626 [b]), which is to be strictly enforced (see, Pessin, supra at 70). The alleged lifetime employment contract is unenforceable (see, Lowinger v Lowinger, 287 AD2d 39, 45).

We have considered plaintiffs’ remaining contentions and find that they have not set forth any other cognizable cause of action. Concur — Williams, J.P., Mazzarelli, Ellerin, Lerner and Rubin, JJ.

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Bluebook (online)

291 A.D.2d 318, 737 N.Y.S.2d 847, 2002 N.Y. App. Div. LEXIS 1782, Counsel Stack Legal Research, https://law.counselstack.com/opinion/honzawa-holding-co-v-hiro-enterprise-usa-inc-nyappdiv-2002.

Opinion

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