Straka v. Arcara Zucarelli Lenda & Associates CPAs, PC

Diane Straka (plaintiff), David Arcara, Jon Zucarelli, and Donald Lenda formed a corporation (defendant) to perform audit and tax work. All four individuals had a 25 percent share in the business. No written shareholder agreement was executed. Straka was to serve as head of information technology (IT). In choosing to form the new corporation, Straka expected that she would be treated with equal dignity and respect as male shareholders, that she would actively participate in operations and management, that the corporation would collaborate and share staff, and that shareholder compensation would be fair. Her expectations were not met. One employee, Thomas Urbanek, made inappropriate comments related to gender on more than one occasion. Straka complained about Urbanek’s behavior, but it was not seriously addressed by the other shareholders. Eventually, Urbanek’s conduct was enough of an issue that management moved Urbanek’s office away from other staff and hired human-resource contractors to provide sexual-harassment training to the corporation staff and shareholders. Also, Straka was undermined in her role as head of IT. Zucarelli talked down to her in front of other employees regarding her choice of tax software. Then, the corporation simply ignored her input and ordered a different tax software without consulting Straka. Later, Straka was not provided with the staff support she was promised. In addition, Straka received the lowest amount of compensation despite generating the second-most revenue among the shareholders. The expenses, but not revenue, were credited equally to all four shareholders. Finally, the corporation diluted her 25 percent interest when it improperly added Paul Eusanio as an equal, 20 percent shareholder without notice. Straka resigned from the corporation in August 2016. Straka filed a claim for oppressive conduct and sought dissolution of the corporation in the New York Supreme Court.