Waldman v. Eldorado Towers, Limited
| Decision Date | 17 May 1966 |
| Citation | 25 A.D.2d 836,270 N.Y.S.2d 216 |
| Parties | Application of Hyman WALDMAN, Petitioner-Appellant, for an Order Compelling Eldorado Towers Ltd., to Allow Petitioner to Inspect the Books and Records of Eldorado Towers Ltd. v. ELDORADO TOWERS, LTD., Respondent-Respondent, Pursuant to Article 78 C.P.L.R. |
| Court | New York Supreme Court — Appellate Division |
S. U. Craig, New York City, for petitioner-appellant.
S. Roffman, New York City, for respondent-respondent.
Before BOTEIN, P.J., and BREITEL, RABIN and EAGER, JJ.
Judgment, denominated an order, entered February 11, 1966, unanimously reversed on the law, on the facts and in the exercise of discretion, with $30 costs and disbursements to petitioner-appellant, and the application for inspection of respondent corporation's books and records is granted. While petitioner's papers are not detailed in asserting his grounds for seeking the inspection, they do make clear, and it is not disputed by the respondent corporation's opposing papers, that petitioner has been excluded from information concerning the assets, funds and dealings of this close corporation in which he is a shareholder. Assuming good faith (and no facts indicating petitioner's bad faith are alleged) this would entitle him to an inspection (Matter of Steinway, 159 N.Y. 250, 53 N.E. 1103, 45 L.R.A. 461; 11 N.J.Jur., Corporations, §§ 137, 149). Moreover, the offer by the corporation to buy petitioner's stock itself is a valid ground for petitioner's request, since he would be entitled to ascertain the stock's value for himself before selling (Mtr. of Smilkstein v. J. Smilkstein & Sons, Inc., 32 Misc.2d 882, 223 N.Y.S. 561 (Hopkins, J.); Mtr. of Bankers Trust Co. v. H. Rosenhirsch Co., 20 Misc.2d 792, at 794, 190 N.Y.S.2d 957, at 959 (Loreto, J.); Mtr. of Pearson, Sup., 223 N.Y.S.2d 15 (Meyer, J.); Anno.--Corporate Records--Inspection--Purpose, 15 A.L.R.2d 11, 42--45).
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Marcato, Matter of
... ... 252, supra ) on the issue of burden of proof (see, also, Matter of Waldman v. Eldorado Towers, 25 A.D.2d 836, 270 N.Y.S.2d 216, affd. 19 N.Y.2d 843, ... ...
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Herencia v. Centercut Rest. Corp.
...for plaintiff to inspect financial records relating to the value of his individual holdings ( see Matter of Waldman v. Eldorado Towers, 25 A.D.2d 836, 837, 270 N.Y.S.2d 216 [1966], affd. 19 N.Y.2d 843, 280 N.Y.S.2d 407, 227 N.E.2d 320 [1967] ), particularly since the method of valuation agr......
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Crane Co. v. Anaconda Co.
... ... asserted where the shareholder is acting in good faith (Matter of Waldman v. Eldorado Towers, 25 A.D.2d 836, 270 N.Y.S.2d 216, affd. 19 N.Y.2d 843, ... ...
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Baron v. Royal Paper Corp.
...and even there, this Court said that did not apply to palpable errors. Of course, a rule of reason applies. In Waldman v. Eldorado Towers, 25 A.D.2d 836, 270 N.Y.S.2d 216, a shareholder in a close corporation had been excluded from information concerning the assets of the corporation and th......