Quasha v. American Natural Beverage Corp.

Full title: ALAN G. QUASHA, Appellant, v. AMERICAN NATURAL BEVERAGE CORP. et al.…

Court: Appellate Division of the Supreme Court of New York, First Department

Date published: Mar 21, 1991

171 A.D.2d 537 (N.Y. App. Div. 1991)

567 N.Y.S.2d 257

Opinion

March 21, 1991

Appeal from the Supreme Court, New York County (Beatrice Shainswit, J.).

The trial court correctly found for the defendants. The individual defendants, as corporate officers and directors of the defendant corporation, owe a fiduciary duty to the plaintiff as a shareholder (Giblin v Murphy, 73 N.Y.2d 769). Although silence as to material facts may constitute fraud where there is a fiduciary relationship (see generally, IBM Credit Fin. Corp. v Mazda Motor Mfg. [USA] Corp., 152 A.D.2d 451), the record in this case shows that the documents withheld from plaintiff contain nothing more than speculation, advertising puffery and the defendants' hopes for the future of the company.

We have reviewed the plaintiff's remaining arguments, and find them to be without merit.

Concur — Murphy, P.J., Sullivan, Rosenberger, Ross and Asch, JJ.