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Davis v. Alpha Packaging Industries, Inc.
Citations: 267 A.D.2d 384; 700 N.Y.S.2d 220; 1999 N.Y. App. Div. LEXIS 13179
Court: Appellate Division of the Supreme Court of the State of New York; December 19, 1999; New York; State Appellate Court
The judgment is affirmed, with costs awarded. A corporation's election to purchase shares from a minority stockholder must be explicit, unconditional, and clear to exempt the stockholder from proving oppression. In this case, the election was contingent upon the court finding grounds for dissolution, rendering it invalid. Consequently, the court determined that the petitioner’s shares should be purchased for $816,120 after confirming grounds for dissolution. Regarding business valuation, appellate courts will not overturn a fact-finder's valuation if it falls within the range of testimony provided and relies on witness credibility and valuation methods. The trial court’s valuation of both Alpha and the petitioner’s shares is backed by evidence, and the respondents' differing factual interpretations and witness credibility assessments do not justify altering the court's decision. The remaining arguments from the respondents are deemed meritless. Justices Joy, Goldstein, McGinity, and Feuerstein concur.