Supreme Court, Appellate Division, Second Department, New York.
Louise Arlyne BRADLEY, individually and as a stockholder of East WillistonShopping Center, Inc., suing on behalf of herself and in the right of EastWilliston Shopping Center, Inc., Appellant,v.EAST WILLISTON SHOPPING CENTER, INC., Isidore Wiener, Ethel Wiener and PearlPearl, Respondents, and Samuel H. Bradley, defendant.
Dec. 27, 1961.
Derivative stockholder's action to set aside conveyance of real property by corporation. The Supreme Court, Nassau County, Joseph A. Suozzi, J., dismissed the complaint on the merits, and the stockholder appealed. The Supreme Court, Appellate Division, held that the conveyance would not be set aside on ground that required consent of all stockholders and directors had not been obtained for sale, where complaining stockholder, who was also director, had attended closing and participated in sale.
See also 12 A.D.2d 934, 210 N.Y.S.2d 865.
Corporations 442101k442 Most Cited Cases
Corporate conveyance of realty would not be set aside on ground that required unanimous approval of directors and stockholders had not been obtained, where complaining stockholder, who was also director, had attended closing and participated in sale. **944 Nathan, Mannheimer, Asche, Winer & Friedman, New York City, for appellant; Norman Winer, New York City, of counsel.
Dreyer & Traub, Brooklyn, for respondent Pearl.
Milton S. Lebe, New York City, for other respondents; Samuel Kirschenbaum, Brooklyn, of counsel.
Before *561 NOLAN, P. J., and UGHETTA, CHRIST, PETTE and BRENNAN, JJ.
MEMORANDUM BY THE COURT.
*560 In a derivative stockholder's action to set aside a conveyance of real property by the corporate defendant to defendant Pearl, on the ground that the corporation could act only with the unanimous approval of its directors and stockholders, and that plaintiff, one of its directors and stockholders, had not consented to the sale, plaintiff appeals from a judgment of the Supreme Court, Nassau County, rendered March 24, 1961, upon the decision of the court after a nonjury trial, which, inter alia, dismissed the complaint on the merits.
Judgment affirmed, without costs.
We make the following additional findings of fact in support of the judgment: (1) *561 that plaintiff attended the closing and participated in the sale; and (2) that under all the circumstances, her conduct was tantamount to her formal approval of the sale.
222 N.Y.S.2d 943, 15 A.D.2d 560
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