Glassman v. Louis Shiffman, Inc.

• Decision Date: 31 March 1977
• Citation: 393 N.Y.S.2d 33,56 A.D.2d 824
• Parties: In re Application of Harold M. GLASSMAN, et al., Petitioners-Appellants, for an order, etc. (Pursuant to Article 78 of the CPLR), v. LOUIS SHIFFMAN, INC., et al., etc., Respondents-Respondents.
• Court: New York Supreme Court — Appellate Division

Page 33

393 N.Y.S.2d 33

56 A.D.2d 824

In re Application of Harold M. GLASSMAN, et al Petitioners-Appellants, for an order, etc (Pursuant to Article 78 of the CPLR), v. LOUIS SHIFFMAN, INC., et al., etc., Respondents-Respondents.

Supreme Court, Appellate Division, First Department.

March 31, 1977.

R. S. Platt, New York City, for petitioners-appellants.

W. B. Bergner, New York City, for respondents-respondents.

Before KUPFERMAN, J.P., and LUPIANO, SILVERMAN, CAPOZZOLI and NUNEZ, JJ.

MEMORANDUM DECISION.

Judgment, Supreme Court, New York County, entered May 24, 1976, which denied petitioner's motion for inspection and dismissed the petition, unanimously modified, on the law and in the exercise of discretion, the petition to examine the corporation's books and records granted, without costs and without disbursements. Such inspection should be conducted in the pending action for specific performance in Queens County.

Appeal from order, Supreme Court, New York County entered August 13, 1976 which denied petitioners' motion for reargument (denominated as one to reargue and/or renew) unanimously dismissed, as nonappealable, without costs and without disbursements.

Petitioner has offered to sell his shares in the closely held corporation which is owned by himself and other members of his family. At issue in this proceeding is whether petitioner should be allowed to examine the books and records of the corporation in order to help determine the sales price. An action for specific performance to require transfer of the stock is pending in Queens County Supreme Court.

An agreement between the parties provides that: book value shall govern the sales price; book value shall be determined by the corporation's certified public accountant; such determination, when made, certified, and delivered to the Company, shall be binding upon the parties; and the determination shall be in accordance with sound accounting practice. Petitioner offered to sell his shares; respondent accepted the offer. The 'certified statement' presented by respondent was a balance sheet which did not contain the name of the corporation. The accountant's opinion did not state the name of the company to which it related nor was the opinion signed by the accountant. Furthermore, standard auditing procedures were not followed, nor did the statement reflect that the accountant adhered to sound accounting practice. Petitioner refused to accept the statement as binding and requested to...