In re the Dissolution of Adler & Adler, Inc.

Appellate Division of the Supreme Court of New York

In re the Dissolution of Adler & Adler, Inc.

277 A.D.2d 861

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

DecidedJune 13, 1950

StatusPublished

This text of 277 A.D.2d 861 (In re the Dissolution of Adler & Adler, 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.

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In re the Dissolution of Adler & Adler, Inc., 277 A.D.2d 861 (N.Y. Ct. App. 1950).

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Opinion

Order modified so as to provide that the merits of the application for dissolution be held in abeyance by Special Term pending the report of the referee, who in addition to the questions already referred to him shall inquire into and report on the issue of the good faith of the applicant. In connection with the issue of good faith, the referee may determine whether the petitioner inspired or instigated the resignation of third director Louis L. Adler, whether disputes of the directors actually endangered successful management of the corporate affairs, the rejection of offers to purchase the stock and all other matters affecting the question of good faith and, as so modified, affirmed, with costs to the appellant to abide the event. Settle order on notice. Present — Peck, P. J., Dore, Cohn, Callahan and Van Voorhis, JJ.; Cohn, J., dissents and votes to affirm, and Van Voorhis, J., dissents and votes to reverse the order appealed from and to grant the motion to dismiss the petition and vacate the order of reference upon the ground that it appears beyond a triable issue that a dissolution will not be beneficial to the stockholders (General Corporation Law, § 117; Matter of Rateau Sales Co., 201 N. Y. 420; Matter of Cantelmo [Brewer], 275 App. Div. 231; Matter of Ehret, 70 Misc. 576; Matter of Superb Diamond Cutting Corp., 183 Misc. 876; Matter of Williamson, 85 N. Y. S. 2d 93; Matter of Condax [116 East 57th St., Inc.], N. Y. L. J., Aug. 20, 1948, p. 283, col. 1).

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Order modified so as to provide that the merits of the application for dissolution be held in abeyance by Special Term pending the report of the referee, who in addition to the questions already referred to him shall inquire into and report on the issue of the good faith of the applicant. In connection with the issue of good faith, the referee may determine whether the petitioner inspired or instigated the resignation of third director Louis L. Adler, whether disputes of the directors actually endangered successful management of the corporate affairs, the rejection of offers to purchase the stock and all other matters affecting the question of good faith and, as so modified, affirmed, with costs to the appellant to abide the event. Settle order on notice. Present — Peck, P. J., Dore, Cohn, Callahan and Van Voorhis, JJ.; Cohn, J., dissents and votes to affirm, and Van Voorhis, J., dissents and votes to reverse the order appealed from and to grant the motion to dismiss the petition and vacate the order of reference upon the ground that it appears beyond a triable issue that a dissolution will not be beneficial to the stockholders (General Corporation Law, § 117; Matter of Rateau Sales Co., 201 N. Y. 420; Matter of Cantelmo [Brewer], 275 App. Div. 231; Matter of Ehret, 70 Misc. 576; Matter of Superb Diamond Cutting Corp., 183 Misc. 876; Matter of Williamson, 85 N. Y. S. 2d 93; Matter of Condax [116 East 57th St., Inc.], N. Y. L. J., Aug. 20, 1948, p. 283, col. 1).

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277 A.D.2d 861, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-the-dissolution-of-adler-adler-inc-nyappdiv-1950.

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