In re the Dissolution of Tower Hill Securities, Inc.

Appellate Division of the Supreme Court of New York

In re the Dissolution of Tower Hill Securities, Inc.

270 A.D.2d 101, 704 N.Y.S.2d 250, 2000 N.Y. App. Div. LEXIS 2817

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

DecidedMarch 14, 2000

StatusPublished

This text of 270 A.D.2d 101 (In re the Dissolution of Tower Hill Securities, 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.

Bluebook

In re the Dissolution of Tower Hill Securities, Inc., 270 A.D.2d 101, 704 N.Y.S.2d 250, 2000 N.Y. App. Div. LEXIS 2817 (N.Y. Ct. App. 2000).

Pincite

Opinion

—Judgment, Supreme Court, New York County (Emily Goodman, J.), entered July 26, 1999, dismissing petitioner’s application for judicial dissolution of the subject corporation, unanimously affirmed, without costs. Appeal from order, same court and Justice, entered July 1, 1999, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

Petitioner, one of three shareholders in the subject corporation who owns 25% of its stock, fails to show that the conduct of the other two shareholders defeated any of his expectations that, objectively viewed, were reasonable under the circumstances (see, Matter of Kemp & Beatley [Gardstein], 64 NY2d 63, 73). Petitioner, who had been employed by the corporation for less than two years in a nonmanagerial, at-will position (compare, e.g., Matter of Williamson, Picket, Gross [Williamson], 259 AD2d 362), could not have had any reasonable expectations of job security or of a right to participate in the corporation’s management in view of the shareholders’ agreement of April 13, 1998. That agreement was a preliminary arrangement that noted the corporation’s recent acquisition by petitioner and the other two shareholders, made all.matters of [102]*102corporate governance subject to an affirmative vote of the other two shareholders and gave the latter the right to repurchase petitioner’s shares at their initial purchase price if petitioner did not agree to terms to be set forth in a so-called definitive agreement. In effect, the period between the preliminary and definitive agreements was a trial period during which the other two shareholders were to decide whether they wanted to pursue the venture with petitioner as a participant, and, if so, on what terms. They offered petitioner terms, petitioner rejected them, and now they have the right to repurchase petitioner’s shares (see, Ingle v Glamore Motor Sales, 73 NY2d 183; Branciforte v Levey, 222 AD2d 276). Concur — Nardelli, J. P., Williams, Tom, Lerner and Rubin, JJ.

Free access — add to your briefcase to read the full text and ask questions with AI

—Judgment, Supreme Court, New York County (Emily Goodman, J.), entered July 26, 1999, dismissing petitioner’s application for judicial dissolution of the subject corporation, unanimously affirmed, without costs. Appeal from order, same court and Justice, entered July 1, 1999, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

Petitioner, one of three shareholders in the subject corporation who owns 25% of its stock, fails to show that the conduct of the other two shareholders defeated any of his expectations that, objectively viewed, were reasonable under the circumstances (see, Matter of Kemp & Beatley [Gardstein], 64 NY2d 63, 73). Petitioner, who had been employed by the corporation for less than two years in a nonmanagerial, at-will position (compare, e.g., Matter of Williamson, Picket, Gross [Williamson], 259 AD2d 362), could not have had any reasonable expectations of job security or of a right to participate in the corporation’s management in view of the shareholders’ agreement of April 13, 1998. That agreement was a preliminary arrangement that noted the corporation’s recent acquisition by petitioner and the other two shareholders, made all.matters of [102]*102corporate governance subject to an affirmative vote of the other two shareholders and gave the latter the right to repurchase petitioner’s shares at their initial purchase price if petitioner did not agree to terms to be set forth in a so-called definitive agreement. In effect, the period between the preliminary and definitive agreements was a trial period during which the other two shareholders were to decide whether they wanted to pursue the venture with petitioner as a participant, and, if so, on what terms. They offered petitioner terms, petitioner rejected them, and now they have the right to repurchase petitioner’s shares (see, Ingle v Glamore Motor Sales, 73 NY2d 183; Branciforte v Levey, 222 AD2d 276). Concur — Nardelli, J. P., Williams, Tom, Lerner and Rubin, JJ.

Cite This Page — Counsel Stack

Bluebook (online)

270 A.D.2d 101, 704 N.Y.S.2d 250, 2000 N.Y. App. Div. LEXIS 2817, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-the-dissolution-of-tower-hill-securities-inc-nyappdiv-2000.

Opinion

Related

Cite This Page — Counsel Stack