In re Election of Officers & Directors of National Pleasure Tours, Inc.

New York Supreme Court

In re Election of Officers & Directors of National Pleasure Tours, Inc.

131 Misc. 84, 225 N.Y.S. 307, 1927 N.Y. Misc. LEXIS 1199

DecidedDecember 3, 1927

StatusPublished

This text of 131 Misc. 84 (In re Election of Officers & Directors of National Pleasure Tours, Inc.) is published on Counsel Stack Legal Research, covering New York Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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In re Election of Officers & Directors of National Pleasure Tours, Inc., 131 Misc. 84, 225 N.Y.S. 307, 1927 N.Y. Misc. LEXIS 1199 (N.Y. Super. Ct. 1927).

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Opinion

Frankenthaler, J.

The petition of Frank H. Dean alleges, among other things, that he and Ralph Dellevie were the holders of all the stock of the corporation; that in July, 1925, the said two persons were the only directors of the company; that during an illness of the petitioner, said Dellevie, acting by himself as the only remaining director, elected his wife as director, and, with his wife as codirector, did depose the petitioner as president and thereafter as director, and procured the election of himself as president and his wife as secretary and treasurer; that Dellevie then proceeded to vote himself excessive salaries, to the damage of the corporation and the petitioner; that the petitioner upon recovering from his illness was refused permission to resume his duties and participate in the business affairs of the corporation or to resume his former position; that the election of the said Dellevie as president and of his wife as director and as secretary and treasurer and their subsequent acts as directors were illegal.

Section 32 of the General Corporation Law gives the Supreme Court power in a summary way to review corporate elections. It [85]*85has been held that this includes elections by directors as well as by stockholders (Matter of Ringler & Co., 204 N. Y. 30), and that even after a long lapse of time an aggrieved party may contest an election wrongfully held. (Matter of Moscowitz, 206 App. Div. 289; Matter of Ringler & Co., supra.) Various issues are raised by the papers submitted upon this application and many essential facts have been omitted from said papers. A reference to determine the facts will aid in reaching a just conclusion (Matter of Pleasant Valley Society, 105 App. Div. 617) and will, therefore, be ordered; the referee to hear evidence upon the matters set forth in the petition and to report such information to this court as is necessary for a determination of the matter and to enable the court to make such order and give such relief as right and justice may require. The further determination of the motion will wait upon the report of the said referee. Settle order.

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Frankenthaler, J.

The petition of Frank H. Dean alleges, among other things, that he and Ralph Dellevie were the holders of all the stock of the corporation; that in July, 1925, the said two persons were the only directors of the company; that during an illness of the petitioner, said Dellevie, acting by himself as the only remaining director, elected his wife as director, and, with his wife as codirector, did depose the petitioner as president and thereafter as director, and procured the election of himself as president and his wife as secretary and treasurer; that Dellevie then proceeded to vote himself excessive salaries, to the damage of the corporation and the petitioner; that the petitioner upon recovering from his illness was refused permission to resume his duties and participate in the business affairs of the corporation or to resume his former position; that the election of the said Dellevie as president and of his wife as director and as secretary and treasurer and their subsequent acts as directors were illegal.

Section 32 of the General Corporation Law gives the Supreme Court power in a summary way to review corporate elections. It [85]*85has been held that this includes elections by directors as well as by stockholders (Matter of Ringler & Co., 204 N. Y. 30), and that even after a long lapse of time an aggrieved party may contest an election wrongfully held. (Matter of Moscowitz, 206 App. Div. 289; Matter of Ringler & Co., supra.) Various issues are raised by the papers submitted upon this application and many essential facts have been omitted from said papers. A reference to determine the facts will aid in reaching a just conclusion (Matter of Pleasant Valley Society, 105 App. Div. 617) and will, therefore, be ordered; the referee to hear evidence upon the matters set forth in the petition and to report such information to this court as is necessary for a determination of the matter and to enable the court to make such order and give such relief as right and justice may require. The further determination of the motion will wait upon the report of the said referee. Settle order.

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131 Misc. 84, 225 N.Y.S. 307, 1927 N.Y. Misc. LEXIS 1199, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-election-of-officers-directors-of-national-pleasure-tours-inc-nysupct-1927.

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