Opinion
March 18, 1985
Appeal from the Supreme Court, Nassau County (Murphy, J.).
Judgment affirmed insofar as appealed from, with costs.
We find no merit to appellants' claim that Peter Napoli's employment was at will. There is an implicit exception in provisions requiring unanimous consent to remove an employee where removal is for good cause shown ( Fells v. Katz, 256 N.Y. 67). The purported reasons given by appellant Carrano were mere pretexts for his action and Special Term correctly concluded that they were insufficient to constitute good cause. Accordingly, Carrano was in breach of the shareholders' agreement and of his fiduciary obligation as the majority shareholder, and plaintiff was entitled to compensatory damages including lost wages and the value of his shares ( Southern Pacific Co. v. Bogert, 250 U.S. 483; Kavanaugh v. Kavanaugh Knitting Co., 226 N.Y. 185; Matter of Topper v. Park Sheraton Pharmacy, 107 Misc.2d 25; cf. Business Corporation Law § 1104-a). The provisions of the shareholders' agreement governing voluntary sales of shares are not applicable in this case.
Further, Special Term did not abuse its discretion in awarding punitive damages given the circumstances and the manner in which Carrano carried out the termination in this case and the great disparity between the fair value of Napoli's shares and the amount Carrano offered. Similarly, we decline to overturn Special Term's exercise of discretion awarding attorneys' fees ( cf. Business Corporation Law § 263 [h] [7]; Matter of Fleischer [ Gift Pax, Inc.], 79 A.D.2d 636; Matter of Blake v. Blake Agency, 107 A.D.2d 139).
We find no error was committed by Special Term in fixing the value of Peter Napoli's shares at $144,000 based upon the thorough testimony and analysis by his expert witness ( Matter of Endicott Johnson Corp. v. Bade, 37 N.Y.2d 585; Matter of Blake v Blake Agency, 107 A.D.2d 139, supra; Rev Rul 59-60, 1959-1 CB 237; Rev Rul 65-193, 1965-2 CB 370). Gibbons, J.P., Weinstein, Brown and Eiber, JJ., concur.