In re the Dissolution of Adler & Adler, Inc.

Order modified so as to provide that the merits of the application for dissolution be held in abeyance by Special Term pending the report of the referee, who in addition to the questions already referred to him shall inquire into and report on the issue of the good faith of the applicant. In connection with the issue of good faith, the referee may determine whether the petitioner inspired or instigated the resignation of third director Louis L. Adler, whether disputes of the directors actually endangered successful management of the corporate affairs, the rejection of offers to purchase the stock and all other matters affecting the question of good faith and, as so modified, affirmed, with costs to the appellant to abide the event. Settle order on notice. Present — Peck, P. J., Dore, Cohn, Callahan and Van Voorhis, JJ.; Cohn, J., dissents and votes to affirm, and Van Voorhis, J., dissents and votes to reverse the order appealed from and to grant the motion to dismiss the petition and vacate the order of reference upon the ground that it appears beyond a triable issue that a dissolution will not be beneficial to the stockholders (General Corporation Law, § 117; Matter of Rateau Sales Co., 201 N. Y. 420; Matter of Cantelmo [Brewer], 275 App. Div. 231; Matter of Ehret, 70 Misc. 576; Matter of Superb Diamond Cutting Corp., 183 Misc. 876; Matter of Williamson, 85 N. Y. S. 2d 93; Matter of Condax [116 East 57th St., Inc.], N. Y. L. J., Aug. 20, 1948, p. 283, col. 1).