From our private database of 28,500+ case briefs...
Matter of Kemp & Beatley, Inc.
New York Court of Appeals
64 N.Y,2d 63, 473 N.E.2d 1173, 484 N.Y.S.2d 799 (1984)
Dissin and Gardstein (plaintiffs) held a combined 20.33 percent of the stock of Kemp & Beatley, Inc. (defendant), a New York close corporation. Both were long-time employees of Kemp & Beatley and held significant management positions. During their employment they and the other shareholders received either dividends or extra compensation in proportion to their stock holdings each year. Dissin resigned in 1979, and Gardstein was terminated in 1980. After Dissin and Gardstein left, the company began to make its annual distributions on the basis of service rendered to the corporation, rather than stock ownership. As a result, Dissin and Gardstein no longer received annual distributions. Dissin and Gardstein petitioned the court for dissolution of the company, arguing that the controlling shareholders had frozen them out via fraudulent and oppressive conduct. The trial court ordered the company dissolved unless the controlling shareholders bought out the plaintiffs. The appellate court affirmed. Kemp & Beatley appealed to the New York Court of Appeals.
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 545,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead 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.Learn about our approachRead more about Quimbee
Here's why 545,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 28,500 briefs, keyed to 983 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.