Opinion
December 3, 1992
Appeal from the Supreme Court, New York County (Harold Tompkins, J.).
The pivotal distinction between the Shareholders' and Partnership Agreements, and the Management Agreement, which vested managerial authority in the plaintiffs, is that the former contains an arbitration clause whereas the latter expressly does not. Moreover, the Management Agreement included additional parties, and did not reference the Shareholders' Agreement. The various agreements executed by the parties are not "so inextricably interwoven" as to render the arbitration clause contained in the Shareholders' Agreement applicable to the Management Agreement (see, Matter of Calvin Klein Co. [Minnetonka, Inc.], 88 A.D.2d 503, 504). Rather, the respective agreements are mutually exclusive and unrelated, and an agreement to arbitrate must not depend upon implication or subtlety (Matter of Waldron [Goddess], 61 N.Y.2d 181, 183-184).
Defendants' blocking of the corporate accounts constituted an irreparable injury and warranted the grant of the preliminary injunction (see, Interfaith Med. Ctr. v Shahzad, 124 A.D.2d 557; 7A Weinstein-Korn-Miller, N Y Civ Prac ¶ 6301.13). The court properly having balanced the equities with the standard of fiduciary duties (see, Rapoport v Schneider, 29 N.Y.2d 396, 400, 403), it cannot be said that the court abused its discretion in fixing the amount of the undertaking (Congress Talcott Corp. v Pacemakers Trading Corp., 161 A.D.2d 554; 7A Weinstein-Korn-Miller, N Y Civ Prac ¶ 6312.11). In conclusion, defendants, by initially cross-moving for arbitration, obviated the service provisions of CPLR 7503 (c) (County of Sullivan v Edward L. Nezelek, Inc., 42 N.Y.2d 123, 126-127).
Concur — Sullivan, J.P., Carro, Wallach and Rubin, JJ.