ZION v. KURTZ


50 N.Y.2d 92 (1980)

Abraham Zion et al., Respondents-Appellants, v. Harold W. Kurtz et al., Appellants-Respondents.

Court of Appeals of the State of New York.

Decided April 29, 1980.


Attorney(s) appearing for the Case

Edward L. Sadowsky, Stephen A. Ollendorff and Stacy L. Wallach for respondents-appellants.

John J. Walsh, Rodney S. Dayan, J. Michael Schell and Michael M. Gordon for appellants-respondents.

Judges JASEN, JONES and FUCHSBERG concur with Judge MEYER; Judge GABRIELLI dissents in part and votes to modify in a separate opinion in which Chief Judge COOKE and Judge WACHTLER concur.


MEYER, J.

On these appeals we conclude that when all of the stockholders of a Delaware corporation agree that, except as specified in their agreement, no "business or activities" of the corporation shall be conducted without the consent of a minority stockholder, the agreement is, as between the original parties to it, enforceable even though all formal steps required by the statute have not been taken. We hold...

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