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Case Law Database

Access over workers' compensation decisions, including En Banc, Significant Panel Decisions, and writ-denied cases.

Case No. 2017 NY Slip Op 06024 [153 AD3d 998]
Regular Panel Decision
Aug 03, 2017

In Re Dissolution of Twin Bay Village, Inc.

The case involves the judicial dissolution of Twin Bay Village, Inc., a closely-held corporation. Petitioners, Vladimir Chomiak, Leon Chomiak, and Leonora Chomiak, sought dissolution alleging oppressive conduct and looting of corporate assets by respondents, Tatiana Chomiak Kasian, Tamara L. Chomiak, and the estate of Leo Chomiak. Supreme Court granted the dissolution, finding that respondents engaged in actions such as awarding themselves unjustified bonuses, issuing undervalued stock to dilute petitioners' ownership, and attempting to force petitioners to sell their shares. The court also found that respondents looted corporate assets through unsubstantiated loans. On appeal, the Appellate Division, Third Department, affirmed the Supreme Court's order, concluding that Vladimir Chomiak had standing, the proceeding was not time-barred by the six-year statute of limitations for equitable breach of fiduciary duty claims, and there was ample evidence to support findings of oppressive actions and looting of corporate assets.

corporate dissolutionminority shareholder oppressionbreach of fiduciary dutycorporate lootingdilution of sharesstatute of limitationsstandingclosely-held corporationappellate reviewfiduciary relationship
References
20
Case No. MISSING
Regular Panel Decision

In re the Judicial Dissolution of Good Co. General Store Cooperative

Petitioners Diane Mohney and Laura Ferris sought judicial dissolution of Good Company General Store Cooperative under Business Corporation Law § 1104-a, or alternatively, an accounting and judgment for their capital accounts. The court denied the petition for dissolution, finding petitioners lacked standing as their membership shares were automatically transferred upon termination of employment according to the cooperative's by-laws and Cooperative Corporations Law. However, the court granted the petitioners' alternative request, ordering Good Company to account for and pay the value of each petitioner’s capital account within 60 days, in compliance with its By-Laws. All other requests for judgment were denied without prejudice.

Worker CooperativeJudicial DissolutionBusiness Corporation Law § 1104-aCooperative Corporations LawMembership Share RedemptionInternal Capital AccountsBy-Laws DisputeCorporate StandingEmployment TerminationMember Rights
References
0
Case No. MISSING
Regular Panel Decision
Mar 26, 1998

Kahn v. Seely

Former law partners Robert I. Kahn and Claxton B. Seely appealed the trial court's judgment concerning the dissolution and termination of their law partnership. The central issue was whether a partner is entitled to compensation for post-dissolution services in winding up partnership affairs under the 1914 Texas Uniform Partnership Act. The court held that the 1914 Act does not permit such compensation, reversing the trial court's decision on this point. Additionally, the court found insufficient evidence to support Kahn's claim for lost profit damages due to Seely's alleged breach of fiduciary duty, rendering judgment against Kahn on this claim. The judgment was affirmed in all other respects, including the 60/40 division of firm profits.

Partnership DissolutionLaw Firm PartnershipWinding Up AffairsPost-Dissolution CompensationTexas Uniform Partnership ActBreach of Fiduciary DutyLost Profits DamagesSufficiency of EvidenceAppellate ReviewContract Construction
References
27
Case No. MISSING
Regular Panel Decision

Summers v. Cherokee Children & Family Services, Inc.

The Attorney General initiated a lawsuit to dissolve two nonprofit public benefit corporations, Cherokee Children and Family Services, Inc. (CCFS) and Cherokee Children Nutrition, Inc. (CCN). The Attorney General alleged that the corporations had abandoned their charitable purposes and engaged in various forms of self-dealing, including excessive compensation to the executive director and her family, questionable real estate transactions, and problematic investments. The trial court granted summary judgment for the Attorney General, ordering dissolution and the appointment of a receiver. The appellate court affirmed this decision, finding that the corporations were exploited for private monetary gain rather than serving public benefit, thus justifying their dissolution.

Nonprofit DissolutionCorporate GovernanceFiduciary Duty BreachPrivate InurementSelf-DealingPublic Benefit CorporationCharitable Purpose AbandonmentSummary JudgmentAttorney General ActionTennessee Corporate Law
References
51
Case No. MISSING
Regular Panel Decision

In Re the Dissolution of Therm, Inc.

Petitioners, two of the three daughters of the deceased Robert R. Sprole, initiated a proceeding against their brother, Robert Sprole II, and nephew, Robert Sprole III. The dispute centers on the distribution of Therm, Inc. stock from a trust established by the decedent, alleging that estate taxes were deliberately delayed to prevent stock distribution and accusing respondents of various manipulations and self-dealing that deprived petitioners of their rightful assets. Respondents moved to dismiss, which the Supreme Court partially granted, limiting the remaining causes of action (breach of fiduciary duty and common-law dissolution) to acts occurring within six years of the proceeding's commencement. Petitioners appealed this limitation, arguing that the statute of limitations should be tolled due to the ongoing fiduciary relationship and lack of open repudiation. The Appellate Division found the lower court erred, holding that the statute of limitations for breach of fiduciary duty is tolled until an open repudiation or termination of the fiduciary relationship, neither of which occurred here according to the allegations. Thus, petitioners were not barred from presenting proof of acts preceding the six-year period.

Fiduciary DutyStatute of LimitationsTrust AdministrationEstate LitigationCorporate GovernanceBreach of Fiduciary DutySelf-Dealing AllegationsAppellate ReviewMotion to DismissEquitable Tolling
References
9
Case No. MISSING
Regular Panel Decision

People v. Oliver Schools, Inc.

The Attorney-General initiated an action to dissolve Oliver Schools, Inc. (OSI) due to its persistent and illegal failure to refund student loans to institutional lenders under the Guaranteed Student Loan program, resulting in substantial arrearages. OSI appealed the Supreme Court's order granting summary judgment for dissolution, contending that dissolution was unwarranted without a jury trial and that its due process rights were violated. The Appellate Court affirmed the dissolution, concluding that OSI's conduct constituted a grave and continuing abuse of corporate power that harmed the public welfare. The court found no contested material facts that would necessitate a jury trial and determined that OSI was afforded sufficient opportunity to be heard, thus no due process violation occurred.

Corporate dissolutionBusiness Corporation LawStudent loan refundsConsumer fraudPersistent illegal conductAppellate reviewSummary judgmentDue processPublic welfare abuseHigher Education Services Corp. (HESC)
References
34
Case No. 2019 NY Slip Op 07243
Regular Panel Decision
Oct 09, 2019

Kotlyar v. Khlebopros

This case involves an appeal from a judgment confirming an arbitration award. Zina Kotlyar and others initiated an action against Aleksandr Khlebopros and several corporations, alleging breach of fiduciary duty. Khlebopros counterclaimed and filed a third-party action seeking corporate dissolution. The Supreme Court compelled arbitration, where an arbitrator denied Khlebopros's request for dissolution. The Supreme Court subsequently confirmed this arbitration award, and the Appellate Division, Second Department, affirmed the Supreme Court's judgment, emphasizing the limited scope of judicial review of arbitration awards.

Breach of Fiduciary DutyCorporate DissolutionArbitration AwardVacatur of Arbitration AwardConfirmation of Arbitration AwardAppellate ReviewJudicial Review of ArbitrationShareholders' AgreementCPLR 7511(b)(1)(iii)Corporate Law
References
11
Case No. MISSING
Regular Panel Decision

Delphi Mfg Co. v. Rosenblum

The petitioner sought to stay arbitration proceedings initiated by the union concerning the discharge of employee Hugo Lowenthal and the petitioner's alleged breach of contract by employing non-union contractors. The petitioner argued that its corporate dissolution on September 10, 1956, before the notice of arbitration, negated any arbitrable dispute. However, the court, presided over by S. Samuel Di Falco, J., denied the application for a stay. The decision cited Stock Corporation Law § 105(8), which clarifies that corporate dissolution does not relieve pre-existing contractual obligations or liabilities. The court concluded that an arbitrable dispute existed, and per the collective bargaining agreement, arbitration was the sole forum for resolution.

ArbitrationCorporate DissolutionCollective Bargaining AgreementContractual ObligationsLabor LawStay of ProceedingsNew York State LawStock Corporation LawCivil Procedure
References
3
Case No. MISSING
Regular Panel Decision
Nov 10, 2015

O'Reilly-Morshead v. O'Reilly-Morshead

This case addresses the equitable distribution of assets acquired during a civil union, entered into in Vermont, by a couple who later married in Canada and resided in New York. The plaintiff initiated a divorce action, and the defendant counterclaimed for the dissolution of the civil union and distribution of assets acquired during that period. The court determined it had jurisdiction to dissolve the civil union but, applying New York Domestic Relations Law, held that marital property is strictly defined from the date of marriage. Consequently, the court denied equitable distribution of any assets acquired during the civil union prior to the marriage, granting summary judgment for the defendant on the dissolution of the civil union but reserving the distribution of marital property and the right to divorce for trial.

Civil UnionEquitable DistributionDomestic Relations LawMarital PropertyNew York LawVermont LawConflict of LawsSame-Sex MarriageSummary JudgmentDivorce
References
40
Case No. MISSING
Regular Panel Decision

New York Ex Rel. Spitzer v. Saint Francis Hospital

The State of New York initiated an antitrust action against St. Francis Hospital, Vassar Brothers Hospital, and Mid-Hudson Health, alleging violations related to rate-fixing and market division. Following a Final Consent Judgment, a dispute arose regarding St. Francis's claim for cardiac services payment from Vassar during the dissolution of Mid-Hudson. Vassar moved the court to construe the Final Consent Judgment. The court ruled that St. Francis's payment claim was precluded and mandated St. Francis's participation in Mid-Hudson's voluntary dissolution. Furthermore, the court ordered the State to notify the New York State Department of Health of this decision to support Vassar's cardiac catheterization laboratory application.

Antitrust LawConsent Judgment InterpretationHospital MergerMarket DivisionRate FixingCardiac ServicesDissolution of EntityContract DisputeNew York State Department of HealthJudicial Preclusion
References
26
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