Summary
In Golub v. Estate of Tesler (251 AD2d 46 [1st Dept 1998]), the Court held that the refinancing of a corporation's mortgage, without the plaintiff's consent, in violation of the parties' shareholders' agreement requiring such consent, was a wrong committed against the corporation that plaintiff may not assert in his individual capacity.
Summary of this case from Tzolis v. WolffOpinion
June 4, 1998
Appeal from the Supreme Court, New York County (Leland DeGrasse, J.).
Accepting the allegations of the complaint, we agree with the IAS Court that defendants' refinancing of the corporation's mortgage without plaintiff's consent, in breach of the parties shareholders' agreement requiring such consent, if a wrong, was one committed against the corporation that plaintiff may not assert in his individual capacity. Plaintiff's alleged loss, namely, reduced equity in the property due to the stretching out of repayment of principal, is the corporation's loss, if any, which is responsible under the shareholders' agreement for payment of the mortgage ( see, Abrams v. Donati, 66 N.Y.2d 951, 953).
Concur — Wallach, J. P., Tom, Mazzarelli and Saxe, JJ.