[T]his record is barren of proof of a significant association or cluster of significant contacts on the part of the investment trust with the State of New York to support a finding of such "presence" of the investment trust in our State as would, irrespective of other considerations, call for the application of New York law. There is no record proof of where the business of the trust is transacted, where its principal office is located or its records kept, where the trustees meet, what percentage of the investment portfolio relates to real property situate in New York, what proportion of the shareholders reside in New York State or of other facts on which a finding of such "presence" in New York State might be predicated. The court expressly left open the question of what law would be applied in a case in which some or all of these factors dictated the application of New York law. See, e.g., Skolnik v. Rose, 55 N.Y.2d 964, 449 N.Y.S.2d 182, 434 N.E.2d 251 (1982); Rottenberg v. Pfeiffer, 86 Misc.2d 556, 383 N.Y.S.2d 189 (Sup.Ct. 1976), aff'd, 59 A.D.2d 756, 398 N.Y.S.2d 703 (1977); cf. Restatement (Second) of Conflicts of Laws § 309, comment c (law of state other than state of incorporation may apply "where the corporation does all, or nearly all, of its business and has most of its shareholders in this other state and has little contact, apart from the fact of its incorporation, with the state of incorporation"). Norlin's contacts with the State of New York are far from insubstantial.
Since the instant case involves the activities of a Missouri real estate investment trust whose Declaration of Trust designated Missouri law as applicable, we conclude that Missouri law should be applied. See Skolnik v. Rose, 55 N.Y.2d 964, 434 N.E.2d 251, 449 N.Y.S.2d 182 (1982). To the extent that no directly applicable Missouri precedents exist, we shall refer to the law of other jurisdictions for guidance.
(Edgar v Mite Corp., 457 U.S. 624, 645-646.) In Greenspun v Lindley ( 36 N.Y.2d 473), a case involving a Massachusetts business trust in which the trust instrument contained an explicit choice of law provision, the Court of Appeals likewise recognized the salutary effect of a rule that promotes certainty and uniformity: "[W]e incidentally note the pragmatic as well as the theoretical advantages which would appear to flow from a conclusion that the rights of all shareholders of this real estate investment trust in comparable situations should be determined on a trust-wide basis rather than in consequence of the litigants' choice of forum or the assessment by several courts as to which State it is where the investment trust may be said to be present" (supra, at 477; see also, Skolnik v Rose, 55 N.Y.2d 964, 965-966). Moreover, contrary to the motion court's finding, GM's incorporation in Delaware cannot be dismissed as merely "fortuitous".
Finally, there appears to be no overwhelming public policy in this State which would preclude application of the more onerous Pennsylvania law. (See Rottenberg v Pfeiffer, supra; Skolnik v Rose, 55 N.Y.2d 964.) Thus, this court concludes that the rights of the parties are governed by Pennsylvania law.