Quasha v. American Natural Beverage Corp.
| Decision Date | 21 March 1991 |
| Citation | 171 A.D.2d 537,567 N.Y.S.2d 257 |
| Parties | Alan G. QUASHA, Plaintiff-Appellant, v. AMERICAN NATURAL BEVERAGE CORP., et al., Defendants-Respondents. |
| Court | New York Supreme Court — Appellate Division |
Before MURPHY, P.J., and SULLIVAN, ROSENBERGER, ROSS and ASCH, JJ.
Judgment, Supreme Court, New York County (Beatrice Shainswit, J.) entered on February 21, 1990, which, after a jury trial and after denying plaintiff's motion to set aside the verdict or, in the alternative, to order a new trial pursuant to CPLR § 4404, and then after denying plaintiff's motion for a written decision pursuant to CPLR § 4211 and 4213, dismissed plaintiff's complaint, unanimously affirmed, without costs.
The trial court correctly found for the defendants. The individual defendants, as corporate officers and directors of the defendant corporation, owe a fiduciary duty to the plaintiff as a shareholder (Giblin v. Murphy, 73 N.Y.2d 769, 536 N.Y.S.2d 54, 532 N.E.2d 1282). Although silence as to material facts may constitute fraud where there is a fiduciary relationship (see, generally IBM Credit Financing Corp. v. Mazda Motor Mfg. (USA) Corp., 152 A.D.2d 451, 542 N.Y.S.2d 649), the record in this case shows that the documents withheld from plaintiff contain nothing more than speculation, advertising puffery and the defendants' hopes for the future of the company.
We have reviewed the plaintiff's remaining arguments, and find them to be without merit.
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