In re Kaplan

¶1Order Supreme Court, New York County, entered April 30, 1980, which, inter alia, granted petitioner’s application for dissolution of Med-Crest Management Services, Inc., unanimously modified, on the law, to the extent of reversing the granting of the application and the dissolution; the application is granted only to the extent of directing a hearing on the issues raised by the papers, and, as so modified, affirmed, without costs and disbursements, and the matter remanded for such hearing. Petitioner, a 40% minority shareholder of issued and outstanding shares, commenced this proceeding for judicial dissolution of Med-Crest Management Services, Inc., on the ground that the assets of the corporation were being looted, wasted and diverted for noncorporate purposes. Respondents, owners of the remaining 60% of the issued and outstanding shares, in opposition accuse petitioner of conspiring to destroy the corporation for the benefit of a newly formed competitor in which petitioner has an interest. The instant appeal does not involve a deadlocked board of directors or situation where a corporation cannot function on a day-to-day basis because of opposition between parties in equal control. Thus, it was improper for Special Term to direct dissolution without a hearing on the disputed issues (see Liebert v Clapp, 13 NY2d 313; cf. Matter of Gordon & Weiss, Inc., 32 AD2d 279). Concur—Kupferman, J. P., Fein, Sullivan, Lupiano and Lynch, JJ.