In re Dissolution of Supplier Distribution Concepts, Inc.

• Decision Date: 06 January 2011
• Parties: In the Matter of the DISSOLUTION OF SUPPLIER DISTRIBUTION CONCEPTS, INC. and MDR Custom Components, LLC Stephen Richards, Respondent; Supplier Distribution Concepts, Inc., et al., Appellants.
• Court: New York Supreme Court — Appellate Division

915 N.Y.S.2d 671
80 A.D.3d 869

In the Matter of the DISSOLUTION OF SUPPLIER DISTRIBUTION CONCEPTS, INC. and MDR Custom Components, LLC
Stephen Richards, Respondent;
Supplier Distribution Concepts, Inc., et al., Appellants.

Supreme Court, Appellate Division, Third Department, New York.

Jan. 6, 2011.

915 N.Y.S.2d 671

Woods, Oviatt & Gilman, L.L.P., Rochester (Warren B. Rosenbaum of counsel), for appellants.

915 N.Y.S.2d 672

Coughlin & Gerhart, L.L.P., Binghamton (Joseph J. Steflik Jr. of counsel), for respondent.

Before: CARDONA, P.J., SPAIN, KAVANAGH, McCARTHY and EGAN JR., JJ.

SPAIN, J.

80 A.D.3d 870

Appeal from an order of the Supreme Court (Lebous, J.), entered June 30, 2010 in Broome County, which, among other things, denied respondents' motion to change venue.

Petitioner commenced this proceeding in Supreme Court in Broome County seeking the judicial dissolution of respondents. Respondents thereafter moved for a change in venue to Monroe County and petitioner cross-moved to retain venue in Broome County, which is located in the Sixth Judicial District. Supreme Court denied respondents' motion and granted petitioner's cross motion retaining venue in Broome County. Respondents now appeal.

We reverse. Pursuant to Business Corporation Law § 1112, an action for judicial dissolution of a corporation "shall be brought in the supreme court in the judicial district in which the office of the corporation is located." Similarly, with regard to limited liability companies, "the supreme court in the judicial district in which the office of the limited liability company is located may decree dissolution" (Limited Liability Company Law § 702). Here, it is undisputed that the offices of respondents are located in Monroe County, in the Seventh Judicial District. Further, even assuming that a proceeding seeking judicial dissolution which also requests other types of relief may be brought in a venue other than where the offices of the corporation or limited liability company are located ( see e.g. Matter of Tashenberg v. Breslin, 89 A.D.2d 812, 812, 453 N.Y.S.2d 538 [1982] ), our review of the record reveals that petitioner did not request any other relief here, only minimal disclosure. While petitioner alleges in his petition that respondents, among other things, failed to authorize dividends or cash distributions and attempted to deprive him of compensation, he does not seek any relief based upon these alleged wrongdoings other than dissolution. Accordingly, we...