Soho Gold, Inc. v. 33 Rector Street Ltd.

Full title: SOHO GOLD, INC., Respondent, v. 33 RECTOR STREET LIMITED, Appellant, et…

Court: Appellate Division of the Supreme Court of New York, First Department

Date published: May 28, 1996

227 A.D.2d 314 (N.Y. App. Div. 1996)

642 N.Y.S.2d 684

Opinion

May 28, 1996

Appeal from the Supreme Court, New York County (Walter Schackman, J.).

The IAS Court properly found that the sale of the subject building did not require shareholder authorization under Business Corporation Law § 909 or the contract, as it did not constitute the sale of "substantially all the assets" of the corporation and was made in the "usual or regular course of the business actually conducted" (§ 909 [a]; see, Matter of Roehner v. Gracie Manor, 6 N.Y.2d 280, 282). The corporation retained other valuable property, the certificate of incorporation provided that the corporation was formed for the purpose of purchasing, owning and selling real property, and the sale would not change the nature of the company's business.

Concur — Sullivan, J.P., Rosenberger, Ellerin and Mazzarelli, JJ.