In an April 14, 2011 decision by Justice Bransten, the court granted the plaintiff’s motion for partial summary judgment on an individual claim asserted in a shareholder derivative action brought by a minority shareholder against a judicially dissolved corporation’s majority shareholder. Because the defendants failed to submit a responsive Rule 19-A Statement, the court deemed all of the plaintiff’s material facts admitted, and found that the plaintiff established that the defendants breached both statutory fiduciary duties under BCL § 909(a) and common law fiduciary duties by concealing from the plaintiff that they sold the corporation’s sole asset, a parking lot, while falsely representing to the purchaser of the property that the sale was approved by an affirmative vote of 2/3 of the corporation’s shareholders, and thereby depriving the plaintiff of his share of the sale proceeds. While the court granted partial summary judgment as to liability, it declined to enter a judgment on the grounds that the plaintiff could be entitled to additional damages from his individual cause of action, which could be foreclosed if judgment was entered.
Farrell Fritz represented the plaintiff in this action.
Berger v Pavlounis, Sup Ct, New York County, April 14, 2011, Bransten, J, Index No. 103170/08