Dubro v. Kerner

The matter involves a contract of sale for the shares in a coop contingent upon the purchasers obtaining adequate financing and upon the consent of the cooperative to the transfer. The purchasers were approved as such. However, they obtained a loan commitment which required that the co-op execute a recognition agreement prior to obtaining the loan. The board of directors refused to accept any recognition agreement.

The plaintiffs sought a declaratory judgment that the defendants, being 9 of the 11 members of the board of directors of the co-op, had a duty to arrange for signing recognition…