In re the Dissolution of HGK Asset Management, Inc.

228 A.D.2d 246, 644 N.Y.2d 26, 644 N.Y.S.2d 26, 1996 N.Y. App. Div. LEXIS 6516

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: June 11, 1996
• Status: Published

Opinion

Petitioner’s allegations that he owns one-third of the shares in the subject corporation, that the other two one-third shareholders summarily expelled him from his directorship, fired him as an officer and employee of the corporation, and denied him all .forms of compensation, benefits and access to corporate property, and that he reasonably expected to be employed, remain a director, and be treated equally with the other two directors for as long as he remained a shareholder, suffice not only to state a cause of action for involuntary dissolution (see, Matter of Kemp & Beatly [Gardstein], 64 NY2d 63; Matter of Burack [I. Burack, Inc.—Burn-Rite Value Mfg. Corp.], 137 AD2d 523, lv dismissed 73 NY2d 851), but also warranted the grant of the application, given papers on respondent’s motion to dismiss that effectively constituted an answer but which failed to raise any genuine issues of fact on the question of oppression (CPLR 404 [a]). A hearing was appropriately directed to determine whether liquidation is necessary (Business Corporation Law § 1104-a [b]). Concur—Milonas, J. P., Rosenberger, Wallach, Ross and Tom, JJ.