Opinion
November 28, 1983
In an action, inter alia, for a partnership accounting, plaintiffs appeal from so much of an order of the Supreme Court, Kings County (Aronin, J.), dated September 19, 1983, as denied those branches of their motion which sought a preliminary injunction and an order disqualifying defendants' counsel. Order affirmed insofar as appealed from, with costs. Special Term correctly denied plaintiffs' application for a preliminary injunction. Plaintiffs seek to enjoin the other partners from expelling them from the partnership. The partnership agreement expressly provides that a partner may be expelled by majority vote upon a determination that his or her continued membership is undesirable. Such a provision is valid ( Gelder Med. Group v Webber, 41 N.Y.2d 680, 683; Millet v Slocum, 4 A.D.2d 528, affd 5 N.Y.2d 734; Gill v Mallory, 274 App. Div. 84, 85) and is binding, irrespective of whether plaintiffs signed the agreement, since their course of conduct demonstrated ratification of and compliance with the agreement ( Corr v Hoffman, 256 N.Y. 254; Matter of Vann [ Kreindler, Relkin Goldberg], 78 A.D.2d 255, affd 54 N.Y.2d 936; Matter of Levin-Townsend Computer Corp. [ Holland], 29 A.D.2d 925). In addition, plaintiffs can obtain sufficient redress through other remedies (see, e.g., Curtin v Glazier, 94 A.D.2d 434; St. James Plaza v Notey, 95 A.D.2d 804; Dwyer v Nicholson, 89 A.D.2d 597; Napoli v Domnitch, 18 A.D.2d 707, affd 14 N.Y.2d 508) and, therefore, will not suffer irreparable harm absent the preliminary injunction. Nor is there any basis for disqualification of defendants' counsel at this juncture as plaintiffs have made nothing more than conclusory assertions that there is a conflict of interest ( Lewis v Palestine, 50 A.D.2d 752). Should facts later develop which would establish such a conflict, plaintiffs may, if so advised, renew their motion for disqualification ( Robbins v Ellman, 65 A.D.2d 519). Titone, J.P., Lazer, O'Connor and Boyers, JJ., concur.