Mook v. Berger

26 A.D.2d 925, 274 N.Y.S.2d 855, 1966 N.Y. App. Div. LEXIS 3091

Opinion

Order, entered on November 8, 1965, appealed from unanimously affirmed, with $50 costs and disbursements to respondent. In affirming we find no lack of authority or lack of jurisdiction in the court as to these defendants. The controversy here involved affects the internal affairs of a corporation organized under the laws of another State, and the relief sought may more appropriately be adjudicated in the courts of Connecticut to which American Fabrics Company owes its existence (see Long-Park v. Trenton-New Brunswick Theatres Co., 297 N. Y. 174, 181, dissenting opn., Fuld, J.; Langfelder v. Universal Labs., 293 N. Y. 200, 204). Plaintiffs seek from us a direction that these defendants perform certain acts, which acts, if performed, would result in the dissolution of American Fabrics Company. Discretion, convenience and expedience, as well as the settled policy of the State in matters of this nature which go “ to the very heart of the corporation’s affairs ” (see Long-Park v. Trenton-New Brunswick Theatres Co., supra, p. 181) and indeed would terminate its very existence, warrant rejection of the suit and dismissal of the action herein. Concur — Botein, P. J., Breitel, McNally and Stevens, JJ.