Opinion
May 17, 1990
Appeal from the Supreme Court, Bronx County (Anita Florio, J.).
Defendant members of the board of directors of Farband Housing Corporation were not required to sign a recognition agreement, which would have facilitated a mortgage loan to the prospective purchasers of plaintiffs' shares in the cooperative corporation. The corporation's bylaws revealed a policy of discouraging speculation in share transactions for a profit motive. The board acted in good faith in rejecting an agreement which would have authorized the intrusion of an institutional creditor upon the tranquility of the cooperative housing arrangement. This had never been done before in the corporation's 50-year history, and the board's decision to publicize that policy in response to plaintiffs' prospective purchaser's application was insufficient proof of belated adoption of such a policy (see, Dubro v. Kerner, 140 A.D.2d 234 [wherein plaintiffs' motion for a preliminary injunction in this action was denied on the ground that the record was insufficient to show that it was the corporation's policy to accept such recognition agreements]). The board acted within its authority in a matter involving the transfer of shares (see, Rossi v. Simms, 119 A.D.2d 137), especially where there was nothing in the bylaws or other corporate documents prohibiting the exercise of such legitimate authority on behalf of the best interests of the shareholders (see, Mogulescu v. 255 W. 98th St. Owners Corp., 135 A.D.2d 32).
Concur — Kupferman, J.P., Ross, Ellerin, Wallach and Smith, JJ.