New York Court of Appeals, 1985

Fender v. Prescott

New York Court of Appeals · Decided April 25, 1985

64 N.Y.2d 1077; 479 N.E.2d 225; 489 N.Y.S.2d 880; 1985 N.Y. LEXIS 14207

Cases that cite this one

32 later published cases cite this decision. The 25 that cite it most often are listed here.

Mar-Cone Appliance Parts Co. v. Mangan (District Court, W.D. New York 2012)
Balsamides v. Perle (N.J. Super. Ct. App. Div. 1998)
Cellular Information Systems, Inc. v. Broz (Court of Chancery of Delaware 1995)
Ferraro v. Phillips (In re Phillips) (United States Bankruptcy Court, E.D. New York 1995)
Morton v. Rank America, Inc. (United States District Court for the Central District of California 1993)
Street v. Vitti (District Court, S.D. New York 1988)
Benson v. RMJ Securities Corp. (District Court, S.D. New York 1988)
Rcjj, LLC v. Rcwil Enters., LLC (North Carolina Business Court 2016)
Paru v. City of New York (New York Supreme Court, New York County 2025)
85 Stanton Realty LLC v. Street Lawyer Servs. NYC, LLC (New York Supreme Court, New York County 2025)
Shih v. Ji Yong Kim (New York Supreme Court 2017)
Kassab v. Kasab (New York Supreme Court 2017)
Lee v. Manchester Real Estate & Construction, LLC (Appellate Division of the Supreme Court of New York 2014)
Lee v. Manchester Real Estate & Construction, LLC (Appellate Division of the Supreme Court of New York 2014)
Centro Empresarial Cempresa S.A. v. América Móvil, S.A.B. de C.V. (N.Y. 2011)
Leiser v. System D Restaurant Holdings, Inc. (New York Supreme Court 2010)
Global Minerals & Metals Corp. v. Holme (Appellate Division of the Supreme Court of New York 2006)
Ajettix Inc. v. Raub (New York Supreme Court 2005)
Brunetti v. Musallam (Appellate Division of the Supreme Court of New York 2004)
Sager Spuck Statewide Supply Co. v. Meyer (Appellate Division of the Supreme Court of New York 2000)
Bouhayer v. Georgalis (New York Supreme Court 1996)
7th Sense, Inc. v. Liu (Appellate Division of the Supreme Court of New York 1995)
Birnbaum & Manaker, P.C. v. Commissioner (United States Tax Court 1993)
Alagappan v. Jaffer (Appellate Division of the Supreme Court of New York 1990)
R. M. Newell Co. v. Rice (Appellate Division of the Supreme Court of New York 1990)

This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.

Opinion of the Court

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs, and the certified question answered in the affirmative.

Execution of a buy-sell agreement between plaintiff and defendant with respect to the stock of National Cold Storage Co., *1079Inc., did not automatically release defendant from his obligation as a shareholder, officer and director of that close corporation not to co-opt a viable corporate opportunity of which he became aware in such capacities. There being, at least, a triable issue of fact concerning the viability of National’s negotiations for acquisition of Merchant’s Refrigerating Co., defendant’s motion for summary judgment as to that opportunity was properly denied.

Summary judgment was also properly denied defendant as to his acquisition of National Gypsum Company’s Gold Bond Division prior to execution of the buy-sell agreement. That National Cold Storage engaged in purchasing and operating cold storage facilities did not preclude its entry into other fields and the affidavits establish that it negotiated for acquisition of businesses widely diverse from cold storage. There are, therefore, triable issues of fact as to that acquisition as well.

Chief Judge Wachtler and Judges Jasen, Meyer, Simons, Kaye and Alexander concur in memorandum.

Order affirmed, etc.

Case-law data current through December 31, 2025. Source: CourtListener bulk data.