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Supreme Court of New York, Appellate Division

The minority shareholder’s cause of action for breach of fiduciary duty brought in his individual capacity failed because he had not alleged any breach of an independent duty owed to him by the majority shareholders separate from his claim that profits were diverted from the corporation. The minority shareholder established his derivative claim on behalf of the corporation for breach of fiduciary duty, The minority shareholder established his right to common law dissolution because he proved that the majority shareholders breached their duty to him as a minority shareholder by looting the corporation of its profits in violation of their fiduciary duty to the corporation. Liquidation was not warranted unless defendants, the corporation and the majority shareholders, failed to buy the minority shareholder out at fair value under Business Corporation Law § 1118. Defendants directed to buy-out minority shareholder’s shares. Judgment entered in favor of corporation against majority shareholders. Three causes of action dismissed.