OWNERSHIP INTEREST WASN’T CLEARLY ESTABLISHED
After AA sued CALLP for breach of contract and a declaration that she owned a 65% interest in that company, the New York County Supreme Court only granted AA partial relief; finding that while the defendant was liable for contract breach, AA’s purported 65% ownership interest in the company hadn’t been clearly established.
And on appeal, the Appellate Division, First Department, “unanimously affirmed” that outcome.
Apparently, upon sixty days’ notice of her resignation, AA was entitled to a promissory note in the amount of her ownership interest in CALLP. Since that defendant failed to take timely action to determine the value of AA’s interest, and to issue the note, the AD1 thought the company was in breach of contract.
But because AA failed to definitively establish the percentage of her ownership interest, the AD1 agreed that the motion court had correctly denied that branch of AA’s request which sought declaratory relief. The parties’ agreement was described as “ambiguous” in that regard, and none of the paperwork AA supplied in support of her motion resolved that “ambiguity.”
There was nothing ambiguous about that, at all.
# # #
DECISION