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JOHNSEN v. ACP DISTRIB.

31 A.D.3d 172 (2006)

814 N.Y.S.2d 142

In the Matter of LINDA B. JOHNSEN, as Executrix of PHILIP A. GARDA, Deceased, Respondent, v. ACP DISTRIBUTION, INC., et al., Appellants.

Appellate Division of the Supreme Court of the State of New York, First Department.

April 27, 2006.

Attorney(s) appearing for the Case

Levy & Schneps, P.C., Manhasset (Michael A. Levy and Lewis R. Mandel of counsel), for appellants.

Lazer, Aptheker, Rosella & Yedid, P.C., Melville (Zachary Murdock of counsel), and Pullman & Comley, LLC, Bridgeport, Connecticut (D. Robert Morris of counsel), for respondent.

SAXE, J.P., NARDELLI and WILLIAMS, JJ., concur.

OPINION OF THE COURT

SULLIVAN, J.

This appeal presents the issue of whether the commencement of an involuntary dissolution proceeding under Business Corporation Law § 1104 triggers the buy-sell provisions of a stockholders agreement that specifically provides that a stockholder may not donate, hypothecate, pledge, transfer or otherwise dispose of his or her stock "in any manner whatsoever" without first offering the same for sale to the corporation...

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