Opinion
278 A.D. 800 104 N.Y.S.2d 282 In the Matter of EDWARD C. CANTELMO. BREWER-CANTELMO CO., INC., Appellant; DARU, VISCHIs&sWINTER, Respondents. Supreme Court of New York, First Department. May 8, 1951
Appeal from an order of the Supreme Court at Special Term, entered March 15, 1951, in New York County, which granted a motion by respondents for an order fixing the reasonable value of professional services rendered by them in opposing dissolution of appellant corporation, to the extent of referring such motion to a Referee to take testimony on all issues and to report with his opinion thereon, and ordering the final disposition to be held in abeyance pending such report. Per Curiam.
In the dissolution proceeding of the corporation, Brewer-Cantelmo Co., Inc., instituted on the ground of deadlock under section 103 of the General Corporation Law by Edward C. Cantelmo, the owner of 50% of the stock of the corporation, and resisted by James A. Brewer, the owner of the remaining 50% of the corporate stock, the court had no power to fix the fees of attorneys who were retained by Brewer, the 50% stockholder, to resist the dissolution. This is so even though, as here, the order dissolving the corporation and appointing a receiver was held improper and reversed and the dissolution proceeding thus terminated. (Matter of Cantelmo [Brewer], 275 A.D. 231.) The attorneys' recourse is against Brewer, the party who retained them (Matter of Stoll-Meyer Woodcrafters, 84 N.Y. S.2d 757).
The order providing for a reference upon an application by respondents seeking an allowance for legal services rendered in opposing the dissolution proceeding should accordingly be reversed and the motion in all respects denied.
Peck, P. J., Dore, Cohn, Van Voorhis and McCurn, JJ., concur.
Order unanimously reversed, with $20 costs and disbursements to the appellant, and the motion denied. [See 278 A.D. 941.]