Roosin v. Louis Roosin Soda Fountain Co.

New York Supreme Court

Roosin v. Louis Roosin Soda Fountain Co.

181 Misc. 938, 43 N.Y.S.2d 389, 1943 N.Y. Misc. LEXIS 2219

DecidedJune 29, 1943

StatusPublished

This text of 181 Misc. 938 (Roosin v. Louis Roosin Soda Fountain Co.) is published on Counsel Stack Legal Research, covering New York Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Roosin v. Louis Roosin Soda Fountain Co., 181 Misc. 938, 43 N.Y.S.2d 389, 1943 N.Y. Misc. LEXIS 2219 (N.Y. Super. Ct. 1943).

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Opinion

Eder, J.

This is an application made pursuant to section 25 of the General Corporation Law to declare void a stockholders’ meeting at which the petitioner and another were removed as directors. Various claims are advanced by the petitioner as to the alleged invalidity of such action, one being that but three instead of ten days’ notice was given. The respondents assert that section 3 of the by-laws as set out in the petition is false; this calls for ten days’ notice. The original by-laws have been produced at the direction of the court. Therein it is provided that three days’ notice be given. Examined under a magnifying glass, it seems to indicate an erasure and a substitution. The point is not new material1 in view of the ground upon which this application will be disposed of, but the fact is mentioned to give notice that the court has made such an examination.

The application cannot prevail for the reason that section 25 of the General Corporation Law has relation to and deals with the matter of elections and empowers this court to investigate the same and pass upon the same when such an application is properly instituted.

In the case at bar, no election is involved but the alleged illegal removal of the petitioner and a colleague, as directors of the respondent corporation. If it be the fact that the [939]*939removals were accomplished without proper notice and contrary to law, the remedy of the petitioner is not under section 25.

The motion is denied.

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Eder, J.

This is an application made pursuant to section 25 of the General Corporation Law to declare void a stockholders’ meeting at which the petitioner and another were removed as directors. Various claims are advanced by the petitioner as to the alleged invalidity of such action, one being that but three instead of ten days’ notice was given. The respondents assert that section 3 of the by-laws as set out in the petition is false; this calls for ten days’ notice. The original by-laws have been produced at the direction of the court. Therein it is provided that three days’ notice be given. Examined under a magnifying glass, it seems to indicate an erasure and a substitution. The point is not new material1 in view of the ground upon which this application will be disposed of, but the fact is mentioned to give notice that the court has made such an examination.

The application cannot prevail for the reason that section 25 of the General Corporation Law has relation to and deals with the matter of elections and empowers this court to investigate the same and pass upon the same when such an application is properly instituted.

In the case at bar, no election is involved but the alleged illegal removal of the petitioner and a colleague, as directors of the respondent corporation. If it be the fact that the [939]*939removals were accomplished without proper notice and contrary to law, the remedy of the petitioner is not under section 25.

The motion is denied.

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Bluebook (online)

181 Misc. 938, 43 N.Y.S.2d 389, 1943 N.Y. Misc. LEXIS 2219, Counsel Stack Legal Research, https://law.counselstack.com/opinion/roosin-v-louis-roosin-soda-fountain-co-nysupct-1943.