Wedco Fabrication, Inc. v. KSW Mechanical Services, Inc.

28 A.D.3d 336, 812 N.Y.S.2d 355

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: April 18, 2006
• Status: Published

Opinion

Order, Supreme Court, New York County (Jane S. Solomon, J), entered December 7, 2005, which denied defendants’ motion for summary judgment dismissing the complaint and granted plaintiffs cross motion to permit its former sole shareholders, Desroches and Sclafani, to substitute as plaintiffs, unanimously affirmed, with costs.

The purchase and sale and ancillary agreements, whereby Desroches and Sclafani sold 100% of their company’s stock to another, clearly reserved this litigation claim to themselves. No special language is needed beyond the parties’ clear agreement to the assignment (American Banana Co. v Venezolana Internacional De Aviacion S.A. [VIASA], 67 AD2d 613 [1979], affd 49 NY2d 848 [1980]). Moreover, this claim belongs to either the corporate plaintiff or the substituted plaintiffs. Inasmuch as the corporate plaintiff remains a party defendant in the counterclaim, defendants will not be subject to inconsistent or repetitive litigation. Concur—Tom, J.P., Friedman, Sullivan, Gonzalez and McGuire, JJ.