Asset Growth Partners v. Global Environmental Holdings, Inc.

Order of the Supreme Court, New York County (Carol Arber, J.) entered January 29, 1992 which denied defendants’ motion to dismiss the complaint pursuant to CPLR 3211 (a) (1), unanimously affirmed, without costs.

Plaintiff and defendants entered into an agreement whereby plaintiff agreed to solicit investment financing on defendants’ behalf in exchange for, inter alia, a fee and shares of stock. Defendants’ obligation to pay the compensation was conditioned on defendants’ acceptance of a financing proposal arranged by plaintiff. Plaintiff contends that defendants, acting through their president, defendant Rice, accepted such a proposal, and reaffirmed that acceptance shortly thereafter, and then revoked their acceptance.

The IAS court correctly determined that defendants failed to establish, as a matter of law, that their obligation to plaintiff was triggered only upon closing of the deal, and that defendants retained under the agreement a unilateral right to withdraw from any proposed financing at any time until closing.

We have examined defendants’ remaining contentions and find them to be without merit. Concur — Murphy, P. J., Rosenberger, Wallach, Smith and Rubin, JJ.