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Maresca v. Certosa

Appellate Division of the Supreme Court of New York, Second Department
Apr 22, 1991
172 A.D.2d 725 (N.Y. App. Div. 1991)

Opinion

April 22, 1991

Appeal from the Supreme Court, Queens County (Rosenzweig, J.).


Ordered that the order is affirmed, with costs.

The plaintiff and the defendant Marie La Certosa each own 50% of Petrolac Petroleum, Inc., of which the defendant John La Certosa is president and chief operating officer. A shareholders' agreement executed by plaintiff and the defendant Marie La Certosa, and by the defendant John La Certosa in his corporate capacity, contains a clause which provides that "[a]ny dispute or controversy between the parties relating to or arising out of the affairs of the Corporation or this Agreement" shall be determined by arbitration. The plaintiff claims that the defendants have breached fiduciary duties to the corporation by committing waste and conversion of corporate assets, and further claims that they breached certain provisions of the agreement as to how the corporation would be managed. The defendants successfully moved before Supreme Court for a stay of the derivative action and to compel arbitration of the plaintiff's claims.

Each defendant, as a signatory to the shareholders' agreement, had a right to demand arbitration (see, CPLR 7503 [a]; see also, Matter of Groval Knitted Fabrics [Alcott], 72 Misc.2d 513, affd 39 A.D.2d 524, affd 31 N.Y.2d 796). Moreover, arbitration of claims of a derivative nature is not against public policy (see, Matter of GAF Corp., 66 N.Y.2d 97, cert denied 475 U.S. 1083; Matter of Lane [Abel-Bey], 70 A.D.2d 838, affd 50 N.Y.2d 864; see also, Henry v. Suffolk Home Distrib., 118 A.D.2d 685). Since it appears that the subject matter of the agreement containing the arbitration clause and the dispute between its signatories are reasonably related (see, Matter of Nationwide Gen. Ins. Co. v. Investors Ins. Co., 37 N.Y.2d 91, 96), the Supreme Court properly directed that the parties proceed to arbitration.

We have considered the plaintiff's remaining contentions and find them to be without merit. Thompson, J.P., Brown, Harwood and Balletta, JJ., concur.


Summaries of

Maresca v. Certosa

Appellate Division of the Supreme Court of New York, Second Department
Apr 22, 1991
172 A.D.2d 725 (N.Y. App. Div. 1991)
Case details for

Maresca v. Certosa

Case Details

Full title:MICHAEL MARESCA, Individually and as a Shareholder of Petrolac Petroleum…

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

Date published: Apr 22, 1991

Citations

172 A.D.2d 725 (N.Y. App. Div. 1991)
569 N.Y.S.2d 111

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