Manufacturers & Traders Trust Co. v. Layton Sales & Rentals, Inc.

— Judgment unanimously affirmed, with costs. Memorandum: On this appeal, minority stockholders of defendant Layton Sales and Rentals, Inc., claim that they have a valid defense to foreclosure of a mortgage on the corporation’s real estate. They allege various improprieties by the majority stockholders in the execution of the mortgage and the distribution of the stock. The allegations are conclusory and do not constitute a defense as against plaintiff mortgagee. The mortgage in question was executed to obtain funds to satisfy liens upon appellants’ property prior to its transfer to the corporation in exchange for corporate stock. The transfer was pursuant to a court order directing appellants to specifically perform their contract to convey the realty to the corporation. All the mortgage documents were executed by the corporation as principal, the mortgage funds were loaned and the mortgage is now *1073concededly in default so that plaintiff is entitled to summary judgment granting it foreclosure. (Appeal from judgment of foreclosure of Erie County Court.) Present — Moule, J. P., Cardamone, Simons and Witmer, JJ.