Kassover v. Prism Venture Partners, LLC, 5257

• Decision Date: 21 December 2017
• Docket Number: 5257,Index 602434/05,5258
• Citation: 156 A.D.3d 541,67 N.Y.S.3d 610
• Parties: Ruth KASSOVER, etc., et al., Plaintiffs–Appellants, v. PRISM VENTURE PARTNERS, LLC, et al., Defendants, Richard Sabella, Defendant–Respondent.
• Court: New York Supreme Court — Appellate Division

156 A.D.3d 541

67 N.Y.S.3d 610

Ruth KASSOVER, etc., et al., Plaintiffs–Appellants,

v. PRISM VENTURE PARTNERS, LLC, et al., Defendants,Richard Sabella, Defendant–Respondent.

5257

5258

Index 602434/05

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

ENTERED: DECEMBER 21, 2017

Kaplan Landau LLP, New York (Mark S. Landau of counsel), for appellants.

Kucker & Bruh, LLP, New York (Catherine A. Helwig of counsel), for respondent.

Tom, J.P., Friedman, Renwick, Kahn, Kern, JJ.

Judgment, Supreme Court, New York County (Saliann Scarpulla, J.), entered March 11, 2014, dismissing the complaint as against defendants Richard Sabella and GCC Realty Co., LLC (successor in interest to named defendants PVP–GCC Holdingco II, LLC and The Garden City Company, Inc.), unanimously affirmed, without costs. Appeal from order, same court (Barbara R. Kapnick, J.), entered September 25, 2013, which granted defendants' motion for summary judgment, and denied plaintiffs' motion to amend the complaint, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

Plaintiffs claim that defendants violated Business Corporation Law § 501(c) by giving them less consideration for their shares in connection with the merger of Prism Venture Partners and Garden City Company than other shareholders received.

Defendants established prima facie that plaintiffs were not entitled to the same compensation as other shareholders, because they declined to sign the letter agreement or assignment agreement that other shareholders signed in exchange for their compensation.

In opposition, plaintiffs failed to raise an issue of fact. They argue that the letter agreement presented to them required them to make an assignment that the other shareholders were not required to make to acquire the same benefit. However, the other shareholders signed separate assignment agreements, pursuant to which they agreed to relinquish "any and all rights and claims ... under the Shareholder Agreement ... with respect to all GCC stock owned." Plaintiffs failed to show that, on their face, those assignment agreements were different from or narrower in scope than the assignment instrument referred to in the letter agreement presented to them, or that different consequences followed, simply because other shareholders' assignments were memorialized in documents separate from their letter agreements.

Plaintiffs argue further that the letter agreements had a discriminatory effect on them because they alone had claims to assign. However, the record does not support this argument either. Other shareholders were required, pursuant to their separate assignment agreements, to assign not only "claims" under the shareholder agreements but also rights, title, and interest. Moreover, Business Corporation Law § 501(c) provides, in pertinent part, that "each share...