In re Kemp & Beatley, Inc. case brief
64 N.Y.2d 63
SYNOPSIS: Appellants, corporation and its majority shareholders, sought review of Appellate Division of the Supreme Court, First Judicial Department (New York) decision affirming lower court's decision to grant petitioners' application for the judicial dissolution of appellant corporation unless the corporation or any shareholder elected to purchase petitioners' shares at fair value.
FACTS:
- Appellants, corporation and majority shareholders, sought review of appellate court decision affirming the lower court's decisions to grant petitioners' application for dissolution of appellant corporation unless the corporation or any shareholder elected to purchase petitioners' shares at fair value within 45 days.
HOLDING:
-The court affirmed, holding there was sufficient evidence supporting the lower court's conclusion that majority shareholders had altered a long-standing policy to distribute corporate earnings on the basis of stock ownership, as against petitioners only.
-Furthermore, the court reasonably determined this change in policy amounted to an attempt to exclude petitioners from gaining any return on their investment and no error occurred in determining that this conduct constituted "oppressive action."
-Moreover, no abuse of discretion occurred in concluding that dissolution was the only means by which petitioners could gain a fair return on their investment.
-The court merely modified judgment by permitting additional 30-day extension for exercising option to purchase petitioners' shares.
OUTCOME: Lower court's decisions granting petitioners' application for judicial dissolution of appellant corporation modified to permit an additional 30-day extension to purchase petitioners' shares. No abuse of discretion occurred in concluding dissolution was only way petitioners could gain fair returns on investments as they were subjected to oppressive conduct of majority.
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64 N.Y.2d 63
SYNOPSIS: Appellants, corporation and its majority shareholders, sought review of Appellate Division of the Supreme Court, First Judicial Department (New York) decision affirming lower court's decision to grant petitioners' application for the judicial dissolution of appellant corporation unless the corporation or any shareholder elected to purchase petitioners' shares at fair value.
FACTS:
- Appellants, corporation and majority shareholders, sought review of appellate court decision affirming the lower court's decisions to grant petitioners' application for dissolution of appellant corporation unless the corporation or any shareholder elected to purchase petitioners' shares at fair value within 45 days.
HOLDING:
-The court affirmed, holding there was sufficient evidence supporting the lower court's conclusion that majority shareholders had altered a long-standing policy to distribute corporate earnings on the basis of stock ownership, as against petitioners only.
-Furthermore, the court reasonably determined this change in policy amounted to an attempt to exclude petitioners from gaining any return on their investment and no error occurred in determining that this conduct constituted "oppressive action."
-Moreover, no abuse of discretion occurred in concluding that dissolution was the only means by which petitioners could gain a fair return on their investment.
-The court merely modified judgment by permitting additional 30-day extension for exercising option to purchase petitioners' shares.
OUTCOME: Lower court's decisions granting petitioners' application for judicial dissolution of appellant corporation modified to permit an additional 30-day extension to purchase petitioners' shares. No abuse of discretion occurred in concluding dissolution was only way petitioners could gain fair returns on investments as they were subjected to oppressive conduct of majority.
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Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?
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