Matter of Kemp & Beatley, Inc.
Court of Appeals of New York
473 N.E.2d 1173 (N.Y. 1984)
Dissin and Gardstein (plaintiffs) worked for Kemp & Beatley, Inc. (KBI) (defendant) for a combined 77 years. They were minority shareholders in the corporation, and each received “extra compensation” each year in the form of distributions of KBI’s earnings. The compensation amounted to de facto dividends and was based on the amount of stock each owned. In 1979, Dissin resigned, and in 1980, Gardstein was terminated. Around the same time that the plaintiffs separated from KBI, the corporation changed its policy with regard to extra compensation, basing such compensation on services rendered to KBI after several years of it being based on stock ownership. The plaintiffs believed they were being frozen out of the corporation’s earnings and brought suit in the New York Supreme Court, seeking dissolution of KBI. KBI offered no alternative to dissolution in the event the court found in the plaintiffs’ favor. The trial court did find in favor of the plaintiffs and ordered dissolution. The appellate court affirmed. KBI appealed.
Rule of Law
Holding and Reasoning (Cooke, C.J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 168,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.