In re the Dissolution of Hospital Diagnostic Equipment Corp.

205 A.D.2d 459, 613 N.Y.S.2d 884

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: June 28, 1994
• Status: Published

Opinion

Order, Supreme Court, New York County (Carol Arber, J.), entered on or about April 16, 1993, which in a proceeding pursuant to Business Corporation Law § 1104 to dissolve the subject corporation, and upon motions by respondents to dismiss for failure to state a cause of action and by the Attorney-General for lack of subject matter jurisdiction, dismissed the petition on the ground of forum non conveniens, unanimously affirmed, with costs.

The IAS Court did not abuse its discretion in finding that the matter should be litigated in Delaware, where the subject corporation and both the corporate petitioner and corporate respondent are all Delaware corporations, the corporate petitioner’s principal and predecessor in interest are both residents of Missouri, the individual respondents, who are also the corporate respondent’s principals, are residents of New Jersey and Connecticut, and the only apparent New York connections are the subject corporation’s maintenance of an office here and the choice of New York law to govern the shareholders’ agreement that appears to be at the core of the dispute (see, Temple v Temple, 97 AD2d 757). We have considered the litigants’ remaining arguments, including the Attorney-General’s that the courts of New York lack subject matter jurisdiction to dissolve a foreign corporation, and find them to be without merit (see, Broida v Bancroft, 103 AD2d 88, 90-92). Concur—Sullivan, J. P., Carro, Wallach, Williams and Tom, JJ.