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In Re Radom & Neidorff, Inc.

Court of Appeals of New York
119 N.E.2d 563 (1954)


Facts

Radom & Neidorff, Inc. was successfully operated by David Radom (plaintiff) and his brother-in-law Henry Neidorff, who were the corporation’s sole and equal stockholders. Upon Henry’s death in 1950, his shares passed to Radom’s sister, Anna Neidorff (Neidorff) (defendant). Several months after Henry’s death Radom petitioned the court for dissolution of the corporation under section 103 of New York’s General Corporation Law. Radom’s petition acknowledged that the corporation was solvent and successful, but alleged that, since Henry’s death, Neidorff has refused to cooperate with Radom and had refused to sign Radom’s salary checks, and that election of directors at the stockholders’ meeting had been impossible due to disagreements between them. The trial court held that Radom’s petition showed an irreconcilable conflict between the two stockholders that required dissolution, if the petition’s allegations were proven. Neidorff appealed, and the appellate division reversed and dismissed the petition, noting that the corporation’s profits had increased; its assets had tripled while the case was pending; and Radom’s failure to receive a salary did not frustrate the corporation’s business and could be remedied by methods other than dissolution. Radom now appeals.

Rule of Law

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Issue

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Holding and Reasoning (Desmond, J.)

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Dissent (Fuld, J.)

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