Warde-McCann v. Commex, Ltd.

135 A.D.2d 541, 522 N.Y.S.2d 19, 1987 N.Y. App. Div. LEXIS 52490

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: December 7, 1987
• Status: Published

Opinion

— In a proceeding .pursuant to Business Corporation Law § 1104-a for the dissolution of a corporation, the appeal is from a judgment of the Supreme Court, Westchester County (Coppola, J.), entered January 27, 1987, which dismissed the proceeding on its own motion.

Ordered that the judgment is affirmed, with costs.

The petitioner, who owns 33Vá% of the outstanding shares in a Delaware corporation, commenced a dissolution proceeding pursuant to Business Corporation Law § 1104-a (a) (1), based on illegal, fraudulent or oppressive actions by the directors and those in control of the corporation toward the petitioner, and Business Corporation Law § 1104-a (a) (2), for looting, wasting or diverting the corporation’s assets for non-corporate purposes.

It is well settled that "a foreign corporation is controlled, as to its dissolution, by the laws of its domicile, and is not affected by laws which are intended to govern the dissolution of corporations created under local laws” (17A Fletcher’s Cyclopedia, Corporations § 8579, at 516 [Perm ed]; see, Tosi v Pastene & Co., 34 AD2d 520; Mook v Berger, 26 AD2d 925, lv granted 19 NY2d 581). Mangano, J. P., Thompson, Lawrence and Fiber, JJ., concur.