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Nelkin v. H.J.R Realty Corp.

255 N.E.2d 713, 307 N.Y.S.2d 454, 25 N.Y.2d 543 (1969)

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Nelkin v. H.J.R Realty Corp.

New York Court of Appeals

255 N.E.2d 713, 307 N.Y.S.2d 454, 25 N.Y.2d 543 (1969)

Facts

In 1941 H.J.R. Realty Corporation (H.J.R.) (defendant) was formed by the tenants of 128–138 Mott Street to manage and own the property and building at that address. The shareholders of H.J.R were Chatham Metal Products, Inc. (Chatham), National Machinery Exchanges, Inc. (National), and Henry Nelkin, Inc. (Nelkin) (plaintiff). The shareholder agreement stated the purpose of the business was to make the building profitable and that rental for the space would be charged equally and rent for the other tenants would be decided by of the officers of the corporation. Chatham, National, and Nelkin occupied space in the building and paid less than market-price rent in accordance with the shareholder agreement. This resulted in little to no profit for H.J.R. By 1961 Nelkin no longer occupied space in the building. In 1968 Nelkin and Charles Richter (plaintiff), a former shareholder of Chatham, collectively owned four-ninths of the stock and wanted the other shareholders of Chatham and National, who owned five-ninths of the stock, to (1) pay a fair and reasonable rent, (2) dissolve the business, or (3) buy Richter’s and Nelkin’s shares. At that time, National and Chatham had since occupied more space in the building. National and Chatham refused Richter and Nelkin’s demands, and Richter and Nelkin petitioned for judicial dissolution of the corporation. The trial court granted the petition. However, on appeal to the appellate division, the grant of the petition was reversed, and the case was dismissed. The court found that Richter and Nelkin had failed to state a cause of action for dissolution. Richter and Nelkin argued that National and Chatham were only operating the corporation for National and Chatham’s benefit, and that Richter and Nelkin were receiving no benefit from the corporation. Richter and Nelkin appealed to New York’s highest court, the court of appeals.

Rule of Law

Issue

Holding and Reasoning (Scileppi, J.)

Dissent (Fuld, C.J.)

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