Opinion
September 21, 1998
Appeal from the Supreme Court, Nassau County (Franco, J.).
Ordered that the appeal from the order entered March 31, 1997, is dismissed, as no appeal lies from an order denying reargument of a decision ( see, DeFalco v. JRS Confectionary, 118 A.D.2d 752, 753 and it is further,
Ordered that the judgment is reversed, on the law, and the petition is dismissed; and it is further,
Ordered that the appellants are awarded one bill of costs.
Under Business Corporation Law 1104-a Bus. Corp. (a) (1), upon the petition of minority shareholders owning 20%, or more of the company's outstanding shares, a court may order the dissolution of a close corporation when it is established that those in control have engaged in oppressive conduct towards the minority shareholders. "[O]pression should be deemed to arise only when the majority conduct substantially defeats expectations that, objectively viewed, were both reasonable under the circumstances and were central to the petitioners decision to join the venture ( Matter of Kemp Beatley [Gardstein], 64 N.Y.2d 63, 73).
The petitioners here were not oppressed within the meaning of the statute. Essentially, the petitioners had been passive shareholders from the time they purchased their shares in 1981. They did not seek responsibilities in the day-to-day management of the corporation. They did not express an interest in shareholders' meetings or in electing the corporate officers. Therefore, the petitioners' proof, including the appellants' failure to regularly account to them concerning corporate operations, laxness in maintaining certain records, and failure to allow them access to corporate records, was insufficient to establish the requisite "oppressive action" ( see, Matter of Smith [Koslowitz Constr. Co.], 154 A.D.2d 537; Matter of Farega Realty Corp., 132 A.D.2d 797).
As the petitioners have not made the requisite showing of oppressive conduct, their petition must be dismissed ( see, Matter of Kemp Beatley [Gardstein], supra).
Rosenblatt, J.P., O'Brien, Altman and Friedmann, JJ., concur.