Federal Deposit Insurance v. Commissioner of Taxation & Finance

Casey, J. (dissenting).

The majority holds that no contract existed until the required shareholder approval was obtained. Judicial review of an administrative determination, however, is limited to the grounds invoked by the agency (Matter of Scherbyn v Wayne-Finger Lakes Bd. of Coop. Educ. Servs., 77 NY2d 753, 758), and the determination of respondent Tax Appeals Tribunal expressly recognized that "[t]he merger agreement may have been a contract”. In any event, there is no support in the record for the majority’s conclusion that shareholder approval of the merger was the sine qua non of the…