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eBook details

• Title: Matter Pauline Tavlin v. Munsey Candlelight Corp.
• Author : Supreme Court of New York
• Release Date : January 16, 1979
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 67 KB

Description

In a proceeding to dissolve a corporation pursuant to section 1104 (subd [a], pars [2], [3]) of the Business Corporation Law, the Munsey Candlelight Corp. appeals from (1) an order of the Supreme Court, Nassau County, dated June 29, 1978, which denied its cross motion to dismiss the petition and directed that a note of issue and statement of readiness be filed by a certain date and (2) a further order of the same court, dated September 6, 1978, which granted petitioners unopposed motion to resettle the prior order as to the date upon which the note of issue and statement of readiness were to be filed. Appeal from the order dated September 6, 1978 dismissed. No appeal lies from an order entered upon default. Order dated June 29, 1978 affirmed. Petitioner is awarded one bill of $50 costs and disbursements. Petitioner and her husband, Michael Tavlin, each owned 25% of the stock of the appellant corporation. On February 29, 1976 Michael Tavlin died and, in January, 1977, his shares were transferred to petitioner. However, the corporate stock book did not reflect this transfer. Thereafter, petitioner commenced this proceeding to dissolve the corporation. Appellant seeks the dismissal of this proceeding, inter alia, on the grounds that the petitioner is not a holder of one half of all outstanding shares of the corporation entitled to vote in an election of directors (see Business Corporation Law, § 1104, subd [a]), and a stockholders agreement signed by petitioner requires unanimous consent of the stockholders for dissolution which has not been obtained here. In our view it is beyond cavil that petitioner holds and owns one half of all outstanding shares of the appellant entitled to vote in an election of directors (cf. Matter of Manela [Pozensky], 63 A.D.2d 562; Matter of Stewart Becker, Ltd. v Horowitz, 94 Misc. 2d 766). [69 A.D.2d 865 Page 866]

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