In re the Dissolution of Validation Review Associates, Inc.
Appellate Division of the Supreme Court of the State of New York
1Opinion of the Court
OPINION OF THE COURT
Ritter, J.
We are asked to determine the validity of a provision within a shareholders agreement to waive the statutory and common-law right to petition for a judicial dissolution of a closely held corporation. On the facts presented, we find such a provision to be unenforceable as against public policy.
In 1989 the petitioner, Mordecai Berkun, a licensed physician, and the appellant, David Schimel, a nonpracticing attorney, formed Validation Review Associates, Inc. (hereinafter VRA). VRA was formed to provide consulting services to health-care providers concerning the…
2Cases cited16 opinions
- In Re the Judicial Dissolution of Kemp & Beatley, Inc.New York Court of Appeals · 1984
- Schmidt v. Magnetic Head Corp.Appellate Division of the Supreme Court of the State of New York · 1983
- Blake v. Blake Agency, Inc.Appellate Division of the Supreme Court of the State of New York · 1985
- In re the Dissolution of T. J. Ronan Paint Corp.Appellate Division of the Supreme Court of the State of New York · 1984
- Leibert v. ClappNew York Court of Appeals · 1963
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3Cited by4 opinions
- Cassata v. Brewster-Allen-Wichert, Inc.Appellate Division of the Supreme Court of the State of New York · 1998
- Schimel v. BerkunAppellate Division of the Supreme Court of the State of New York · 1999
- Mercado v. SchwartzAppellate Division of the Supreme Court of the State of New York · 2022
- In re the Dissolution of Validation Review Associates, Inc.Appellate Division of the Supreme Court of the State of New York · 1997