Opinion
6993 Index 650718/17
06-28-2018
John COSTACOS, as Executor of the Estate of George Costacos Andrews, Plaintiff–Appellant, v. SOUTHBRIDGE TOWERS, INC., Defendant–Respondent.
Pryor Cashman, LLP, New York (Jamie M. Brickell of counsel), for appellant. Fleischner Potash Cardali Chernow Coogler Greisman Stark Stewart LLP, New York (Evan A. Richman of counsel), for respondent.
Pryor Cashman, LLP, New York (Jamie M. Brickell of counsel), for appellant.
Fleischner Potash Cardali Chernow Coogler Greisman Stark Stewart LLP, New York (Evan A. Richman of counsel), for respondent.
Acosta, P.J., Sweeny, Webber, Kahn, Oing, JJ.
Order, Supreme Court, New York County (Robert R. Reed, J.), entered on or about June 16, 2017, which granted defendant's motion pursuant to CPLR 3211(a)(7) to dismiss the complaint, unanimously affirmed, without costs.
Defendant is a housing corporation and previously organized and operating as a limited-profit housing company pursuant to the Mitchell–Lama Law (Private Housing Finance Law art II) from 1970 until at least September 10, 2015 when it completed the process of dissolution and reconstitution as a market-rate housing corporation no longer subject to the Mitchell–Lama Law. The offering plan defined shareholders who could exchange their shares in the dissolved limited-profit housing company for shares in the reconstituted corporation as shareholders. Although decedent, not plaintiff, was a shareholder and a participant of this exchange, his shares were not exchanged but were required to be surrendered upon his death because he died three months before defendant's reconstitution to be a market-rate housing corporation (see Estate of Sherman v. Southbridge Towers, Inc., 145 A.D.3d 575, 44 N.Y.S.3d 22 [1st Dept. 2016], lv dismissed in part and denied in part 29 N.Y.3d 962, 51 N.Y.S.3d 495, 73 N.E.3d 852 [2017] ; Kay v. Southbridge Towers, Inc., 145 A.D.3d 576, 44 N.Y.S.3d 23 [1st Dept. 2016], lv denied 29 N.Y.3d 904, 2017 WL 1224062 [2017] ; 9 NYCRR 1727–8.3 ).
We have considered plaintiff's remaining arguments and find them unavailing.