Opinion
2013-02-19
Mark ORENSTEIN, Petitioner–Appellant, v. SNOW BECKER KRAUSS P.C., Respondent–Respondent.
A.M. Richardson, P.C., New York (Ambrose M. Richardson, III of counsel), for appellant. Gallet Dreyer & Berkey, LLP, New York (Edward M. Cuddy, III of counsel), for respondent.
A.M. Richardson, P.C., New York (Ambrose M. Richardson, III of counsel), for appellant. Gallet Dreyer & Berkey, LLP, New York (Edward M. Cuddy, III of counsel), for respondent.
Order, Supreme Court, New York County (Paul G. Feinman, J.), entered on or about October 13, 2011, which denied the petition and dismissed the proceeding brought pursuant to Business Corporation Law § 624, unanimously affirmed, with costs.
The court properly denied the petition, finding that petitioner was not entitled to inspect respondent's corporate documents since he was no longer a shareholder ( see Matter of Rosenberg v. Steinberg–Kass, 6 A.D.2d 685, 174 N.Y.S.2d 87 [1st Dept. 1958] ). Petitioner waived his right to challenge the propriety of the termination of his shareholder interest in respondent by signing an agreement to that effect, and by failing to assert a right to inspect documents until more than six years after the termination ( see Hadden v. Consolidated Edison Co. of N.Y., 45 N.Y.2d 466, 469, 410 N.Y.S.2d 274, 382 N.E.2d 1136 [1978] ). Petitioner's argument that he has a right to inspect the records even though he ceased to be a shareholder in 2002 is improperly raised for the first time in his reply brief. In any event, Business Corporation Law § 624 provides this right only *432to current shareholders ( see Matter of Benishai v. Ilan Props., 303 A.D.2d 226, 760 N.Y.S.2d 2 [1st Dept. 2003] ).