In the Matter of the Dissolution of Honecker & Luttati, P. C. Carol M. Luttati, Appellant; Ernest Honecker, Respondent., 271 A.D.2d 362

Summary

A minority partner held 30 percent of the stock in the professional corporation. She brought an action per N.Y. Bus. Corp. Law §1104(a)(3) judicial dissolution grounded upon internal dissension and desired to amend her petition to allege state a § 1104-a cause of action for oppressive conduct or looting. The trial court dismissed the minority partner's petition for N.Y. Bus. Corp. Law §1104(a)(3) judicial dissolution and denied leave to amend her petition to state a claim per § 1104-a. The court affirmed. The court held that irreconcilable differences and animosity were sufficient for a judicial dissolution under N.Y. Bus. Corp. Law §1104, but did not satisfy the conditions of either oppressive conduct or looting set forth in § 1104-a.The court concluded that where the minority partner did not hold 50 percent of the stock, she could not bring a N.Y. Bus. Corp. Law §1104(a)(3) petition for judicial dissolution due to internal dissension.