In re Kaplan

Appellate Division of the Supreme Court of New York

In re Kaplan

78 A.D.2d 603, 432 N.Y.S.2d 172, 1980 N.Y. App. Div. LEXIS 13043

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

DecidedOctober 9, 1980

StatusPublished

This text of 78 A.D.2d 603 (In re Kaplan) 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

In re Kaplan, 78 A.D.2d 603, 432 N.Y.S.2d 172, 1980 N.Y. App. Div. LEXIS 13043 (N.Y. Ct. App. 1980).

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Opinion

Order Supreme Court, New York County, entered April 30, 1980, which, inter alia, granted petitioner’s application for dissolution of Med-Crest Management Services, Inc., unanimously modified, on the law, to the extent of reversing the granting of the application and the dissolution; the application is granted only to the extent of directing a hearing on the issues raised by the papers, and, as so modified, affirmed, without costs and disbursements, and the matter remanded for such hearing. Petitioner, a 40% minority shareholder of issued and outstanding shares, commenced this proceeding for judicial dissolution of Med-Crest Management Services, Inc., on the ground that the assets of the corporation were being looted, wasted and diverted for noncorporate purposes. Respondents, owners of the remaining 60% of the issued and outstanding shares, in opposition accuse petitioner of conspiring to destroy the corporation for the benefit of a newly formed competitor in which petitioner has an interest. The instant appeal does not involve a deadlocked board of directors or situation where a corporation cannot function on a day-to-day basis because of opposition between parties in equal control. Thus, it was improper for Special Term to direct dissolution without a hearing on the disputed issues (see Liebert v Clapp, 13 NY2d 313; cf. Matter of Gordon & Weiss, Inc., 32 AD2d 279). Concur—Kupferman, J. P., Fein, Sullivan, Lupiano and Lynch, JJ.

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Order Supreme Court, New York County, entered April 30, 1980, which, inter alia, granted petitioner’s application for dissolution of Med-Crest Management Services, Inc., unanimously modified, on the law, to the extent of reversing the granting of the application and the dissolution; the application is granted only to the extent of directing a hearing on the issues raised by the papers, and, as so modified, affirmed, without costs and disbursements, and the matter remanded for such hearing. Petitioner, a 40% minority shareholder of issued and outstanding shares, commenced this proceeding for judicial dissolution of Med-Crest Management Services, Inc., on the ground that the assets of the corporation were being looted, wasted and diverted for noncorporate purposes. Respondents, owners of the remaining 60% of the issued and outstanding shares, in opposition accuse petitioner of conspiring to destroy the corporation for the benefit of a newly formed competitor in which petitioner has an interest. The instant appeal does not involve a deadlocked board of directors or situation where a corporation cannot function on a day-to-day basis because of opposition between parties in equal control. Thus, it was improper for Special Term to direct dissolution without a hearing on the disputed issues (see Liebert v Clapp, 13 NY2d 313; cf. Matter of Gordon & Weiss, Inc., 32 AD2d 279). Concur—Kupferman, J. P., Fein, Sullivan, Lupiano and Lynch, JJ.

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Bluebook (online)

78 A.D.2d 603, 432 N.Y.S.2d 172, 1980 N.Y. App. Div. LEXIS 13043, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-kaplan-nyappdiv-1980.

Opinion

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