Miller v. Kastner

— Order unanimously modified and, as modified, affirmed, without costs, in accordance with the following memorandum: In this shareholders’ derivative action defendants interpose two counterclaims. In the first, they allege that plaintiff failed to transfer corporate books and records when the headquarters of Central Tobacco Company, Inc., was moved from Rochester to Plattsburg in 1977. In the second, they allege a breach of fiduciary duty and fraudulent conduct by the plaintiff, who owned a 49% interest in the company. In August, 1981 plaintiff *715served defendants with a demand for a bill of…