Reingold v. Keystone Trade & Development Corp.

80 A.D.2d 775, 436 N.Y.S.2d 742, 1981 N.Y. App. Div. LEXIS 10566

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: March 10, 1981
• Status: Published

Opinions

Order, Supreme Court, New York County, entered August 1, 1980, which denied the, plaintiff’s motion for summary judgment, reversed, on the law, without costs and disbursements, and the motion granted. Plaintiff sold the individual defendant Topper a one-third interest in a close corporation represented by 20 shares of stock therein. In payment, Topper issued promissory notes, and having stopped payment on the balance of same, plaintiff instituted this action to recover the balance due. Defendant Topper justifies his stopping payment on the notes by alleging that plaintiff and the other remaining shareholder, Goldstein, each having a one-third interest in the close corporation, unjustifiably discharged him as an employee in breach of an alleged oral agreement for long-term employment. Under the circumstances herein, the parol evidence rule precludes evidence of an oral employment agreement as a defense. Assuming such agreement, there also may well be a Statute of Frauds defense. In any event, no counterclaim is urged by defendant Topper as a consequence of the alleged breach. Defendants do not sufficiently make a meritorious showing that part of the consideration for the issuance of the notes was the hiring by the close corporation, into which Topper was buying, of Topper for long-term employment so as to warrant denial of summary judgment relief. Concur — Ross, J.P., Markewich, Lupiano and Silverman, JJ.