Opinion
October 17, 1988
Appeal from the Supreme Court, Dutchess County (King, J.).
Ordered that the order is affirmed, with costs.
The plaintiffs are the owners of a single share in the defendant corporation, Holiday Summer Homes, Inc., a housing cooperative, and thereby lease a summer bungalow located in East Fishkill, New York, from the defendant. Pursuant to the parties' lease executed on April 20, 1980, no structural additions or alterations to the dwelling may be made without the written consent of the defendant.
The plaintiffs have commenced the instant action alleging, inter alia, that the defendant had wrongfully and unreasonably withheld consent to construct a 10-foot-by-16-foot addition to their bungalow, and seeking an order directing the defendant to allow construction of the extension as well as compensatory and punitive damages. Following joinder of issue, the defendant moved for partial summary judgment claiming that its board of directors had acted within its authority in denying the application. The Supreme Court, Dutchess County, granted the defendant's motion. We agree.
It is well settled that issue finding rather than issue determination is the key to determining motions for summary judgment (see, Sillman v Twentieth Century-Fox Film Corp., 3 N.Y.2d 395, rearg denied 3 N.Y.2d 941; Gervasio v Di Napoli, 134 A.D.2d 235). However, once the movant has made a prima facie showing of entitlement to judgment in its favor, it becomes incumbent upon the opposing party to come forth with evidentiary facts sufficient to raise a bona fide issue (see, Rotuba Extruders v Ceppos, 46 N.Y.2d 223, 231).
The decision of the defendant's board of directors to withhold consent to the plaintiffs' request for permission to construct an addition to their leased bungalow is governed by the business judgment rule which "bars judicial inquiry into actions of corporate directors taken in good faith and in the exercise of honest judgment in the lawful and legitimate furtherance of corporate purposes" (Auerbach v Bennett, 47 N.Y.2d 619, 629). "[T]he court's inquiry is limited to whether the board acted within the scope of its authority under the bylaws (a necessary threshold inquiry) and whether the action was taken in good faith to further a legitimate interest of the condominium" (Schoninger v Yardarm Beach Homeowners' Assn., 134 A.D.2d 1, 9), and absent a showing of fraud, self-dealing or unconscionability, will not call into question the wisdom or soundness of the business decision (see, Fe Bland v Two Trees Mgt. Co., 66 N.Y.2d 556, 565; Matter of Boisson v 4 E. Hous. Corp., 129 A.D.2d 523; Bernheim v 136 E. 64th St. Corp., 128 A.D.2d 434).
Based upon a review of the record before us, we conclude that there is no triable issue of fact as to fraud, self-dealing, unconscionability or other misconduct, and therefore summary judgment was properly awarded to the defendant. Mangano, J.P., Weinstein, Kooper and Balletta, JJ., concur.