Friday, November 22, 2013

In Re Radom & Neidorff, Inc. case brief

In Re Radom & Neidorff, Inc. case brief summary
119 N.E.2d 563 (1954)


CASE SYNOPSIS
Petitioner stockholder filed suit seeking an order of voluntary dissolution of a corporation of which he and the respondent stockholder each held a one-half interest. Petitioner alleged that irreconcilable differences between the two stockholders necessitated the dissolution. The petitioner appealed the decision of the Appellate Division of the Supreme Court (New York), which reversed the trial court's decision granting the petition.

CASE FACTS
Both the petitioner and respondent owned a one-half interest in the corporation, a printing company. The petitioner had the sole responsibility of running the corporation but alleged that a dispute between the parties prevented the election of a third director and necessitated dissolution of the corporation. Although the respondent admitted that she refused to sign checks for the petitioner's salary, she opposed the dissolution of the corporation.

DISCUSSION

  • The court found that the material facts of the case were undisputed but held that dissolution was not warranted. 
  • Even though the court recognized that the parties not only disliked and distrusted one another, the court concluded that despite their feuding there was no stalemate or impasse as to corporate policies. 
  • Furthermore, the court determined that the corporation was healthy and that dissolution was not necessary for the protection of the public. 
  • The court held that the petitioner was not entitled to dissolution under the circumstances because the stockholders' competing interest were not so discordant as to prevent efficient management and that the dispute regarding the payment of petitioner's salary was also insufficient.

CONCLUSION
The court affirmed the decision finding that the dispute between the parties as equal stockholders was not sufficient grounds to order the voluntary dissolution of the corporation.


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