Heller v. Clark Merchandisers, Inc.

The motion papers reveal a dispute among three persons who among them own equally the stock of a domestic corporation, Clark Merchandisers, Inc. By a not unusual arrangement, these persons had entered into a contract for the purpose of permitting equality of control, for the sharing of the corporate offices and for the payment to them of stated salaries. Such contracts, where not violative of positive law or the rights of creditors, are permissible. (Clark v. Dodge, 269 N. Y. 410, 416; Benintendi v. Kenton Hotel, 294 N. Y. 112, 118.) The law, of course, will not sanction a “sterilized” board…