Matter of Rizzotto v Romano

Holding The Supreme Court erred in denying the petition for judicial dissolution of a closely held corporation without conducting a hearing. Because the verified petition and supporting papers were prima facie sufficient to establish a basis for dissolution under Business Corporation Law § 1104-a, a hearing was required to resolve the conflicting claims regarding the relevant facts.

The court’s words

Business Corporation Law § 1104-a empowers a holder of 20% or more of the stock of a closely held corporation, like the plaintiff here, to seek dissolution of the corporation on the ground that those in control have committed 'oppressive actions toward the complaining shareholders'

2026 NY Slip Op 05401, at the official text

The allegations in the verified petition and its supporting papers were prima facie sufficient to establish a basis for judicial dissolution pursuant to Business Corporation Law § 1104-a

2026 NY Slip Op 05401, at the official text

In light of the conflicting claims by the parties regarding the relevant facts, the court should have conducted a hearing before determining whether judicial dissolution was warranted

2026 NY Slip Op 05401, at the official text