Opinion
2002-03040, 2002-03042
Submitted February 18, 2003.
July 21, 2003.
In a proceeding for the judicial dissolution of Oak Street Management, Inc., pursuant to Business Corporation Law § 1104, the petitioners appeal (1), by permission, from an order of the Supreme Court, Orange County (Owen, J.), dated November 16, 2001, which, sua sponte, appointed a referee to hear and report regarding the value of the corporation's properties and leasehold interests and the appropriate procedures following dissolution, and (2) from an order of the same court dated February 4, 2002, which denied their motion for reargument.
Fabricant Lipman, Goshen, N.Y. (Alan S. Lipman of counsel), for appellants.
Cohen, Estis Associates, LLP, Goshen, N.Y. (Kevin Foley of counsel), for respondents.
Before: DAVID S. RITTER, J.P., ANITA R. FLORIO, SONDRA MILLER, HOWARD MILLER, JJ.
DECISION ORDER
ORDERED that the appeal from the order dated February 4, 2002, is dismissed, without costs or disbursements, as no appeal lies from an order denying reargument; and it is further,
ORDERED that the order dated November 16, 2001, is reversed, on the law, and the matter is remitted to the Supreme Court, Orange County for further proceedings consistent herewith; and it is further,
ORDERED that one bill of costs is awarded to the appellants.
The Supreme Court erred in sua sponte appointing a referee to hear and report as to the value of the corporation's properties and leasehold interests and the appropriate procedures following dissolution. Post-dissolution procedures in a judicial dissolution proceeding are set forth in Business Corporation Law §§ 1005 through 1008 ( see Business Corporation Law § 1117) and do not include the appointment of a referee ( see Matter of Sternberg, 181 A.D.2d 899; cf. Matter of Vetco, Inc., 292 A.D.2d 391). Absent an agreement between the parties to sell the shares of the corporation to each other or to an outside buyer, the only authorized disposition of corporate assets is liquidation at a public sale. Thus, no appraisal of the value of the corporation's assets was warranted in this case ( see Matter of Sternberg, supra at 900; Matter of T.J. Ronan Paint Corp., 98 A.D.2d 413 ; see also Matter of Duffy, 97 A.D.2d 694).
RITTER, J.P., FLORIO, S. MILLER and H. MILLER, JJ., concur.