In re the Dissolution of Honecker & Luttati, P. C.

271 A.D.2d 362, 707 N.Y.S.2d 86, 2000 N.Y. App. Div. LEXIS 4597

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: April 25, 2000
• Status: Published

Opinion

—Order, Supreme Court, New York County (Leland DeGrasse, J.), entered November 23, 1999, which, inter alia, dismissed the Business Corporation Law § 1104 petition for judicial dissolution of the subject corporation and denied leave to amend the petition to state a claim under Business Corporation Law § 1104-a, unanimously affirmed, without costs.

Pursuant to the properly confirmed finding of a Special Referee, it was determined that petitioner was only a 30% shareholder in the tax law professional corporation in which respondent was a 70% owner. Accordingly, petitioner did not meet the 50% ownership requirement for bringing a petition for judicial dissolution due to internal dissension under Business Corporation Law § 1104 (a) (3). Leave to amend the petition to state a cause of action for oppressive conduct pursuant to Business Corporation Law § 1104-a, which confers standing to seek dissolution on those possessing a 20% ownership interest in the subject corporation, was properly denied for petitioner’s failure to set forth with the requisite particularity the essential facts constituting the purportedly oppressive conduct (see, Guthartz v City of New York, 84 AD2d 707, 708, appeal dismissed 62 NY2d 632). The original petition focused on irreconcilable differences and animosity, which, while sufficient for a judicial dissolution under section 1104, did not satisfy the conditions of either oppressive conduct or looting set forth in section 1104-a. Concur — Rosenberger, J. P., Nardelli, Tom, Wallach and Saxe, JJ.