Moroze & Sherman v. Moroze

221 A.D.2d 160, 633 N.Y.S.2d 36, 1995 N.Y. App. Div. LEXIS 10735

Opinion

—Order, Supreme Court, New York County (Stuart Cohen, J.), entered November 28, 1994, which denied the parties’ cross-motions for summary judgment, unanimously affirmed, without costs.

In this action to determine the price at which plaintiff professional corporation is required to purchase or redeem the shares of its deceased 50% shareholder and founder pursuant to Business Corporation Law § 1510, the IAS Court properly found the existence of issues of fact as to whether plaintiff’s method of valuation at book value in accordance with the corporation’s regular method of accounting would produce a windfall to the surviving shareholder together with an unjust hardship to the decedent’s estate (see, Diamond & Golomb v Diamond, 189 AD2d 722, 724, citing Moroze & Sherman v Moroze, 104 AD2d 70). The statute does not necessarily require application of a strict book value method under these circumstances. In this case, the value of all contingent receivables and work in progress as of the date of decedent’s death should be considered. Concur—Ellerin, J. P., Wallach, Nardelli and Williams, JJ.