Opinion
September 21, 1945.
Appeal from an order at Special Term dated July 20, 1945, denying a motion by appellants, Michael Gilman and Mary Gilman, to dismiss the petition of Benjamin F. Picola for a dissolution of the Gotham Tissue Corporation, and to vacate an order of Honorable MARTIN W. DEYO to show cause why such corporation should not be dissolved, which order to show cause was made returnable before the referee. A similar proceeding was brought for the dissolution of the Gotham Paper Mills, Inc. In that case the issues raised are the same and affect the same parties. By stipulation the appeals have been consolidated and only the papers in the Gotham Tissue Corporation are before the court. The petition was brought under section 103 of the General Corporation Law by the holders of one half of the stock entitled to vote at an election of directors. Dissolution is sought upon the claim that the corporation has an equal number of directors who are equally divided regarding the management of the affairs of the corporation. The petition is attacked upon the ground that it fails to show the jurisdictional requirements of the General Corporation Law for various reasons. The propriety of dissolving the corporation will be determined by the referee. Only the sufficiency of the petition is for the consideration of this court. The petition states sufficient facts to comply with the statutes. Order denying motion to dismiss the petition and denying the motion to vacate the order to show cause is affirmed, with $10 costs in each case. All concur.