Wolf v. Fried

OPINION OF THE COURT

This appeal 1 stems from a stockholders’ derivative suit instituted by Irving J. Wolf as trustee for two minority stockholders 2 of Nazareth Fairgrounds and Farmers Market, Inc. against the corporation; two directors, Louis Como, president, and Lawrence Laupheimer, secretary; the general manager, Jerome Fried; and corporate counsel, Arnold Weinstein. Plaintiff asserts that directors Como and Laupheimer violated section 408 of the Business Corporation Law 3 by extinguishing a valid debt which Fried owed to the corporation 4 through the guise of commissions and fees which…