In a January 13, 2012 decision by Justice Whelan, the court denied a motion to dismiss a dissolution proceeding brought under Business Corporation Law § 1104-a to dissolve two different businesses. Respondents moved to dismiss both proceedings, arguing that Petitioner did not own the requisite number of shares (20% of each entity) necessary to obtain dissolution. Respondents also raised issues of fact, disputing Petitioner’s claims of wrongful conduct. The court denied the motion, finding that a cross-motion to dismiss a special proceeding can only be based on “objections in points of law,” not disputed issues of fact. Also, the court found that there were disputed issues of fact whether Petitioner owned the requisite number of shares to bring a dissolution action, and while this was a threshold issue to bringing a dissolution proceeding, the court would determine petitioner’s percentage ownership in the corporation at the same time it determined the ultimate merits of the petition.
Matter of Langella v Front Door Assoc. Inc., Sup Ct, Suffolk County, January 13, 2012, Whelan, J, Index No. 27189-11.