Kincade v. Barristers Tavern Corp.

Appellate Division of the Supreme Court of New York

Kincade v. Barristers Tavern Corp.

187 A.D.2d 593, 590 N.Y.S.2d 124, 1992 N.Y. App. Div. LEXIS 12953

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

DecidedNovember 16, 1992

StatusPublished

Cited by1 cases

This text of 187 A.D.2d 593 (Kincade v. Barristers Tavern Corp.) 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

Kincade v. Barristers Tavern Corp., 187 A.D.2d 593, 590 N.Y.S.2d 124, 1992 N.Y. App. Div. LEXIS 12953 (N.Y. Ct. App. 1992).

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Opinion

In a proceeding pursuant to Business Corporation Law § 1104-a, inter alia, for the judicial dissolution of the defendant Barristers Tavern Corp., the petitioner appeals from an order of the Supreme Court, [594]*594Nassau County (Winick, J.), entered August 29, 1990, which dismissed the petition.

Ordered that the order is affirmed, with costs.

Since the petitioner permitted years to elapse before registering an objection to the manner in which the corporation authorized the issuance of certain shares of stock, he is estopped from arguing that the issuance was improper (cf., Block v Magee, 146 AD2d 730, 733; see, Business Corporations Law § 622 [e] [5]). In any event, we reject the petitioner’s contention that the stock issuance, which was approved by a majority vote of the outstanding shares, was void because a majority of the corporation’s directors did not also approve the measure. The corporation’s certificate of incorporation contains no requirement that the issuance of stock be approved by a vote of the board of directors. Further, the cases relied upon by the petitioner are factually and legally inapposite (see, e.g., Matter of Tabulating Card Co. v Leidesdorf, 32 Misc 2d 720). Thompson, J. P., Eiber, Copertino and Pizzuto, JJ., concur.

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In a proceeding pursuant to Business Corporation Law § 1104-a, inter alia, for the judicial dissolution of the defendant Barristers Tavern Corp., the petitioner appeals from an order of the Supreme Court, [594]*594Nassau County (Winick, J.), entered August 29, 1990, which dismissed the petition.

Ordered that the order is affirmed, with costs.

Since the petitioner permitted years to elapse before registering an objection to the manner in which the corporation authorized the issuance of certain shares of stock, he is estopped from arguing that the issuance was improper (cf., Block v Magee, 146 AD2d 730, 733; see, Business Corporations Law § 622 [e] [5]). In any event, we reject the petitioner’s contention that the stock issuance, which was approved by a majority vote of the outstanding shares, was void because a majority of the corporation’s directors did not also approve the measure. The corporation’s certificate of incorporation contains no requirement that the issuance of stock be approved by a vote of the board of directors. Further, the cases relied upon by the petitioner are factually and legally inapposite (see, e.g., Matter of Tabulating Card Co. v Leidesdorf, 32 Misc 2d 720). Thompson, J. P., Eiber, Copertino and Pizzuto, JJ., concur.

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Bluebook (online)

187 A.D.2d 593, 590 N.Y.S.2d 124, 1992 N.Y. App. Div. LEXIS 12953, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kincade-v-barristers-tavern-corp-nyappdiv-1992.

Opinion

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