Interset Group, Inc. v. Rosenzweig

225 A.D.2d 402, 640 N.Y.2d 5, 640 N.Y.S.2d 5, 1996 N.Y. App. Div. LEXIS 2707

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: March 19, 1996
• Status: Published

Opinion

We agree with the IAS Court that the provision in the subject contract calling for a payment to defendant of $35 for each ring produced "for services rendered” makes it unambiguously clear that defendant was to receive such payment for only so long as he continued to render services to plaintiff, and not, as he claims, in perpetuity. There is no merit to defendant’s contention that the business was a joint venture in which he was wrongfully deprived of his right to participate by the other joint venturers. First, the subject agreement clearly authorizes 75% of the venture’s "owners” to terminate defendant’s services; second, defendant has not been deprived of his ownership interest in the business; and third, the original joint venture was superseded by a corporate form of doing business, such that the relationship of the parties is not that of venture and venturer, or employer and employee, but corporation and shareholder (see, Weisman v Awnair Corp., 3 NY2d 444, 449). Concur — Sullivan, J. P., Wallach, Kupferman, Nardelli and Tom, JJ.