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Matter of Goodman v. Lovett

Appellate Division of the Supreme Court of New York, Second Department
Jan 24, 1994
200 A.D.2d 670 (N.Y. App. Div. 1994)

Opinion

January 24, 1994

Appeal from the Supreme Court, Nassau County (Kutner, J.).


Ordered that the judgment is affirmed, with costs.

The appellant's contention that dissolution of a corporation cannot be ordered without a hearing is without merit. A hearing is only required where there is some contested issue determinative of the application. In the absence of such an issue, there is nothing in the nature of such a proceeding that distinguishes it from any other litigated proceeding in this respect (see, Matter of Garay v. Langer, 37 A.D.2d 545, affd 30 N.Y.2d 493).

Furthermore, while it is apparent that the dissension between the shareholders in this case is the result of a dispute over profit distribution, the underlying reason for the dissension is of no moment, nor is it at all relevant to ascribe fault to either party. Rather, the critical consideration is the fact that dissension exists and has resulted in a deadlock precluding the successful and profitable conduct of the corporation's affairs (see, Matter of Ronan Paint Corp., 98 A.D.2d 413, 422). The record amply demonstrates sufficient dissension among the parties to direct dissolution.

As noted by the Supreme Court, the shareholders do not dispute that they have not spoken with each other since October 31, 1990, when they had a disagreement over how corporate profits should be allocated. The record clearly demonstrates there are sufficient differences and animosity between the shareholders to prevent the continued efficient operation of the corporation. Therefore, under the circumstances, dissolution is the only viable alternative (see, Matter of Gordon Weiss, 32 A.D.2d 279; Matter of Sheridan Constr. Corp. [Buyers], 22 A.D.2d 390, affd 16 N.Y.2d 680). Mangano, P.J., Balletta, Santucci and Hart, JJ., concur.


Summaries of

Matter of Goodman v. Lovett

Appellate Division of the Supreme Court of New York, Second Department
Jan 24, 1994
200 A.D.2d 670 (N.Y. App. Div. 1994)
Case details for

Matter of Goodman v. Lovett

Case Details

Full title:In the Matter of FRED GOODMAN, Respondent, v. RON LOVETT, Appellant

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

Date published: Jan 24, 1994

Citations

200 A.D.2d 670 (N.Y. App. Div. 1994)
607 N.Y.S.2d 52

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