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Stuto v. Kerber

Citations: 963 N.E.2d 790; 18 N.Y.3d 909; 940 N.Y.S.2d 213; 2012 NY Slip Op 63975; 963 N.E.2d 1257Docket: 19

Court: New York Court of Appeals; February 15, 2012; New York; State Supreme Court

Narrative Opinion Summary

The Court of Appeals of New York affirmed the Appellate Division's order in the case of Christine M. Stuto v. Gregory G. Kerber et al. Stuto, employed by Wurld Media, Inc., a Delaware corporation, continued to work without pay after the company faced financial difficulties and ultimately closed. She obtained a judgment against Wurld Media for unpaid wages and subsequently sought to recover those wages from the company's ten largest shareholders under New York's Business Corporation Law § 630. The Supreme Court dismissed her complaint, ruling that § 630 does not apply to foreign corporations, a decision upheld by the Appellate Division. The Court of Appeals concurred, stating that the language and legislative history of § 630 indicate its applicability only to domestic corporations. The order was affirmed with costs.

Legal Issues Addressed

Judicial Interpretation of Legislative History

Application: The court interprets the legislative history to affirm that § 630 was intended by the legislature to apply exclusively to domestic corporations, thereby excluding foreign entities.

Reasoning: The Court of Appeals concurred, stating that the language and legislative history of § 630 indicate its applicability only to domestic corporations.

Liability of Shareholders for Corporate Debts

Application: The case demonstrates that under New York law, shareholders of a foreign corporation are not liable for the corporation's unpaid wages under § 630, as this provision applies solely to domestic corporations.

Reasoning: She obtained a judgment against Wurld Media for unpaid wages and subsequently sought to recover those wages from the company's ten largest shareholders under New York's Business Corporation Law § 630.

Scope of Business Corporation Law § 630

Application: The legal principle is applied by determining that New York's Business Corporation Law § 630 does not extend to foreign corporations, thereby limiting its application to domestic corporations only.

Reasoning: The Court of Appeals concurred, stating that the language and legislative history of § 630 indicate its applicability only to domestic corporations.