Roanoke-Funfgeld I. Irrevocable Trust v. Roanoke Sand & Gravel Corp.

248 A.D.2d 455, 668 N.Y.S.2d 935, 1998 N.Y. App. Div. LEXIS 2308

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: March 9, 1998
• Status: Published

Opinion

—In an action, inter alia, for a judgment declaring that certain provisions in a shareholder’s agreement restricting stock transfer and competition are void as against public policy, the plaintiffs appeal from an order of the Supreme Court, Nassau County (Segal, J.), dated March 19, 1997, which granted the defendants’ motion to dismiss the complaint and denied their cross motion pursuant to CPLR 3211 (c) for summary judgment on the first through sixth and eighth causes of action.

Ordered that the order is affirmed, with costs.

Contrary to the plaintiffs’ contention, the Supreme Court properly dismissed the fifth and sixth causes of action in their complaint, inasmuch as the restrictions on the transfer of shares of the defendant corporation were reasonable in terms of price, duration, and purpose (see, Wildenstein & Co. v Wallis, 79 NY2d 641). Similarly, the court properly dismissed the first and second causes of action because the stock transfer by Jeffrey Funfgeld to the plaintiff trust did not conform with the agreement at issue, and the defendant corporation was not under a duty to register the transfer (see, Uniform Commercial Code § 8-401).

The plaintiffs’ remaining contentions lack merit.

Pizzuto, J. P., Santucci, Joy and Friedmann, JJ., concur.