Waldman v. Eldorado Towers, Ltd.
| Decision Date | 20 April 1967 |
| Citation | 280 N.Y.S.2d 407,19 N.Y.2d 843,227 N.E.2d 320 |
| Parties | , 227 N.E.2d 320 Application of Hyman WALDMAN, Respondent, for an Order, etc. v. ELDORADO TOWERS, LTD., Appellant. |
| Court | New York Court of Appeals Court of Appeals |
Appeal from Supreme Court, Appellate Division, First Department, 25 A.D.2d 836, 270 N.Y.S.2d 216.
Shemitz & Craig, New York City (Sydney U. Craig, New York City, of counsel), for petitioner-respondent.
Sidney Roffman, New York City, for respondent-appellant.
Petitioner, who owned four of 316 shares of stock in corporation, filed an application for judgment under CPLR Article 78 to inspect the books and records of the corporation, which owned a mortgage on premises which it had formerly owned.
The petitioner alleged that he had been excluded from participation in management of corporation, and that assets of corporation had been wasted, and that credit position of corporation had been impaired, and that its assets and funds had been misappropriated, and that it had issued stock without consideration, and that it made loans improperly, and that such actions had resulted in losses to the corporation. The president of the corporation denied the petitioner's allegations and further stated that before the sale of the mortgaged building, an offer had been made to purchase the shares of the petitioner at a profit to him of $5,500, but that he had declined to sell, and that thereafter, when the property was sold, the petitioner realized that he would have to wait 12 1/2 years, which was the time for repayment specified in the mortgage, to realize his share of the profits, and that he then made threats to the corporation's officers and attorney to harass the corporation if his stock were not purchased, and that the request for examination of the books and records were made a few weeks after the sale of the property. The petitioner denied any intention to harass the corporation and stated that his suspicious had been aroused and that therefore he sought inspection of the books and records.
The Supreme Court, Special Term, New York County, Irving L. Levey, J., entered a judgment denying the application, and the petitioner appealed.
The Appellate Division entered an order on May 17, 1966 which reversed, on the law, on the facts, and in the exercise of discretion, the judgment of the Special Term and granted the application, and held that assuming good faith of petitioner he would be entitled to an inspection of the books and records and that corporation's...
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Marcato, Matter of
...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, 280 N.Y.S.2d 407, 227 N.E.2d 320 and Matter of Durr v. Paragon Trading Corp., 270 N.Y. 464, 1 N.E.2d 967, the other cited cases). Moreover, since Crane (su......
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Herencia v. Centercut Rest. Corp.
...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 agreed upon in the repurchase agreement was not used ( ......
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Crane Co. v. Anaconda Co.
...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, 280 N.Y.S.2d 407, 227 N.E.2d 320; Matter of Kole v. Combined Ind., 28 Misc.2d 649, 212 N.Y.S.2d 129) and has established that inspection is for a 'proper purp......
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