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You are here: Home1 / Corporation Law
Attorneys, Civil Procedure, Corporation Law, Privilege

From the Point When a Director’s Position Becomes Adverse to the Corporation, the Director Is Not Entitled to Discovery of the Corporation’s Attorney-Client Communications

Plaintiff was both a shareholder in and a director of defendant corporation. In her role as a shareholder, plaintiff brought a special proceeding to compel the corporation to pay the fair market value of her shares pursuant to Business Corporation Law section 623.  The special proceeding was prompted by the corporation’s sale of a 65% interest in the business to a third-party investor—a sale to which plaintiff objected.  During the course of discovery, the defendant corporation’s lawyers turned over thousands of documents to the plaintiff.  Included in those documents were attorney-client communications which took place after plaintiff had voiced her strong objection to the sale of the 65% interest in the business. The motion court determined that the plaintiff, as a director, was a corporate insider by definition, and was therefore entitled to all the corporation’s attorney-client communications, even those communications which took place after she voiced her opposition to the sale.  The First Department reversed.  The Court determined that, once plaintiff objected to the sale and hired her own attorney, her interests became “adverse” to those of the corporation, and she was not entitled to the attorney-client communications made after that point. [There is a long dissent arguing that, pursuant to CPLR 5511, the appellants were not aggrieved by the ruling appealed from and, therefore, the First Department did not have jurisdiction to entertain the appeal.] Barasch v Williams Real Estate Co. 2013 NY Slip Op 01613, 7405, 500054/09, 1st Dept. 3-14-13

 

March 14, 2013
https://www.newyorkappellatedigest.com/wp-content/uploads/2018/03/NYAppelateLogo-White-1.png 0 0 Bruce Freeman https://www.newyorkappellatedigest.com/wp-content/uploads/2018/03/NYAppelateLogo-White-1.png Bruce Freeman2013-03-14 17:42:512020-12-03 18:08:06From the Point When a Director’s Position Becomes Adverse to the Corporation, the Director Is Not Entitled to Discovery of the Corporation’s Attorney-Client Communications
Condominiums, Corporation Law, Real Property Tax Law

Condominium Unit Owner Has Common Law Right to Examine Books

Although a condominium unit owner is not entitled under the Business Corporation Law to examine the books and records of a condominium, an unincorporated association governed by the Real Property Law, there is a common law right of a stockholder to examine the books and records of a corporation. Because the unit owners of a condominium own the common elements of the condominium and are responsible for common expenses, the common law right of a stockholder to examine the books applies to a unit owner of a condominium.  Pomerance v McGrath, 650129/11, 9454, 1st Dept. 3-7-13

 

March 7, 2013
https://www.newyorkappellatedigest.com/wp-content/uploads/2018/03/NYAppelateLogo-White-1.png 0 0 Bruce Freeman https://www.newyorkappellatedigest.com/wp-content/uploads/2018/03/NYAppelateLogo-White-1.png Bruce Freeman2013-03-07 11:18:362020-08-08 20:59:22Condominium Unit Owner Has Common Law Right to Examine Books
Civil Procedure, Corporation Law

Service Upon Employee Did Not Confer Personal Jurisdiction Over Corporation

The Second Department held that service upon an employee who was not an officer, director, managing agent, cashier, or an agent authorized to accept service, did not confer jurisdiction over a corporation, and the motion to dismiss for lack of personal jurisdiction should have been granted.  Fernandez v Town of Babylon …, Omni Recycling of Babylon, Inc., 2012-05513, Index No 4102/01, 2nd Dept. 3-6-13

 

March 6, 2013
https://www.newyorkappellatedigest.com/wp-content/uploads/2018/03/NYAppelateLogo-White-1.png 0 0 Bruce Freeman https://www.newyorkappellatedigest.com/wp-content/uploads/2018/03/NYAppelateLogo-White-1.png Bruce Freeman2013-03-06 09:34:072020-12-03 21:07:17Service Upon Employee Did Not Confer Personal Jurisdiction Over Corporation
Corporation Law, Workers' Compensation

“Alter Ego” of Entity Which Employed Plaintiff Protected by Worker’s Compensation Law.

“The protection against lawsuits brought by injured workers that is afforded to employers by Workers’ Compensation Law [sections] 22 and 29(6) also extends to entities that are alter egos of the entity which employs the plaintiff …”. Quizhpe vs Luvin Construction Corp., 2012-01175, Index No. 21761/06 Second Dept. 2-6-13

 

February 6, 2013
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