In re the Dissolution of HGK Asset Management, Inc.

Appellate Division of the Supreme Court of New York

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

Appellate Division of the Supreme Court of the State of New York·Decided June 11, 1996·Published·Cited by 4 cases

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.

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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.

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 (N.Y. Ct. App. 1996).

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228 A.D.2d 246 (In re the Dissolution of HGK Asset Management, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Opinion

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