In re Dohring

OPINION OF THE COURT

Richard C. Wesley, J.

Petitioner, a stockholder and former director, seeks dissolution of CVC Products, Inc., a Delaware corporation, under section 1104-a of the Business Corporation Law, and under the common law of New York as announced in Leibert v Clapp (13 NY2d 313 [1963]). CVC has asked this court to dismiss sua sponte plaintiffs cause of action on the ground that a New *430York court lacks subject matter jurisdiction to dissolve a foreign corporation.

I

It is well-settled law that in deciding whether to dismiss an action for lack of subject matter jurisdiction, the court is…