Zona, Inc., Respondent, v. Soho Centrale, L. L. C., Appellant., 270 A.D.2d 12

Summary

The trial court granted plaintiff's motion for a Yellowstone injunction and denied defendant's cross-motion for dismissal of the complaint, which sought a declaration that plaintiff had not violated the lease. On appeal, the court found that although plaintiff represented that an individual owned 90 percent of its outstanding stock, the stock was owned not by the individual but by a corporation. While it may have been that the corporation owned plaintiff's stock from the inception of the lease, and thus there had not been any actual change in ownership of such stock, plaintiff was precluded from asserting the state of facts in light of its specific representation regarding the individual - a representation that was obviously material and central to the lease agreement. Plaintiff's assignment of the lease without obtaining defendant's prior written consent constituted an incurable default. The grant of a Yellowstone injunction was improper.