| Matter of Neville v Martin |
| 2006 NY Slip Op 04001 [29 AD3d 444] |
| May 23, 2006 |
| Appellate Division, First Department |
| Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431. |
| In the Matter of James Neville, as Executor of Eugene F. Martin, Jr., Deceased, Holder of One-Half of All Outstanding Shares Entitled to Vote in an Election of Directors, Respondent, v Marie Therese Martin, Appellant, et al., Respondent. |
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Order and judgment (one paper), Supreme Court, New York County (Marcy S. Friedman, J.), entered February 17, 2006, granting the petition to dissolve respondent T.E.G. Management Corporation, unanimously affirmed, with costs.
The grant of the dissolution petition pursuant to Business Corporation Law § 1104 (a) (2) was proper given the record evidence of dissension between the two 50% shareholders of the subject close corporation. This evidence left no doubt that the corporation could not continue to function effectively (see Matter of Gordon & Weiss, 32 AD2d 279, 281 [1969]). That the dissension had no appreciable impact on the firm's profitability was not a sufficient ground for the petition's denial (see Business Corporation Law § 1111 [b] [3]; Molod v Berkowitz, 233 AD2d 149, 150 [1996], lv dismissed 89 NY2d 1029 [1997]). Since there was no real dispute that dissension and deadlock existed, no hearing was necessary (see Matter of Gordon & Weiss, 32 AD2d at 280). Concur—Friedman, J.P., Sullivan, Williams, Sweeny and McGuire, JJ.