MGM Court Reporting Service, Inc. v. Greenberg
| Decision Date | 06 June 1989 |
| Citation | 74 N.Y.2d 691,541 N.E.2d 405,543 N.Y.S.2d 376 |
| Parties | , 541 N.E.2d 405 ., Appellant, v. Stanley GREENBERG et al., Respondents. Court of Appeals of New York |
| Court | New York Court of Appeals Court of Appeals |
The order of the Appellate Division should be affirmed, with costs.
In 1984, defendant Stanley Greenberg owned 40% and Michael Yesner owned 60% of the outstanding shares of plaintiff MGM Court Reporting Service, Inc. (MGM), a close corporation engaged in the business of providing stenographic reporting services. In August of that year, contending that Yesner had engaged in a campaign to freeze him out of MGM's business, Greenberg commenced a proceeding seeking dissolution of the corporation pursuant to Business Corporation Law § 1104-a. In response, Yesner and MGM exercised the option provided in Business Corporation Law § 1118 and elected to purchase Greenberg's shares at fair value rather than have the corporation dissolved (see, Business Corporation Law § 1118).
The record reveals that the parties and their respective counsel engaged in extensive settlement negotiations which culminated in the execution of a settlement agreement. The agreement provided that the "fair value and purchase price" of Greenberg's shares was $175,000 and that: The agreement further provided that it "represent[ed] the parties' entire agreement" as to the sale.
Greenberg subsequently established his own court reporting business under the name of Precise Court Reporting Service, Inc., a codefendant herein, and allegedly began soliciting some of plaintiff's clients. This action ensued. To the extent relevant here, the complaint seeks damages in its first cause of action based upon Greenberg's alleged breach of an implied restrictive covenant against impairment of plaintiff's goodwill by soliciting its clients. Additionally, the fifth cause of action alleges a breach of Greenberg's fiduciary duty arising from his alleged breach of this implied covenant.
Concluding that a nonsolicitation...
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