RMX FOODS INC v. ADELSON (2026)

DECISION & ORDER

In an action for a judgment declaring, inter alia, that Seymour Adelson and the defendant Alan Adelson are obligated to redeem their individual shares of stock in the plaintiff RMX Foods, Inc., and that Seymour Adelson is obligated to redeem individual shares of stock in the plaintiff Vista Food Exchange, Inc., the plaintiffs RMX Foods, Inc., and Vista Food Exchange, Inc., appeal from an order of the Supreme Court, Nassau County (Jerome C. Murphy, J.), entered February 28, 2025.  The order, insofar as appealed from, granted that branch of the motion of Seymour Adelson and the defendant Alan Adelson which was pursuant to CPLR 3211(a) to dismiss the amended complaint insofar as asserted by the plaintiffs RMX Foods, Inc., and Vista Food Exchange, Inc.

ORDERED that the order is modified, on the law, by deleting the provision thereof granting those branches of the motion of Seymour Adelson and the defendant Alan Adelson which were pursuant to CPLR 3211(a) to dismiss the first and second causes of action insofar as asserted by the plaintiffs RMX Foods, Inc., and Vista Food Exchange, Inc, and adding thereto a provision deeming those branches of the motion to be for a declaratory judgment in favor of Seymour Adelson and the defendant Alan Adelson, and thereupon granting those branches of the motion;  as so modified, the order is affirmed insofar as appealed from, with costs payable to the respondents, and the matter is remitted to the Supreme Court, Nassau County, for the entry of a judgment, inter alia, making appropriate declarations in accordance herewith.

The plaintiffs RMX Foods, Inc. (hereinafter RMX), and Vista Food Exchange, Inc. (hereinafter Vista and, together with RMX, the plaintiffs), among others, commenced this action for declaratory relief arising from the alleged improper retention of Class A shares of stock in the plaintiffs by Seymour Adelson (hereinafter the decedent) and the defendant Alan Adelson.  The first cause of action in the amended complaint alleged, inter alia, that the decedent refused to comply with the obligation to sell all Class A stock in RMX to RMX pursuant to the RMX stockholders agreement after cessation of full-time work.  The second cause of action alleged, among other things, that Alan Adelson refused to comply with the obligation to sell all Class A stock in RMX to RMX pursuant to the RMX stockholders agreement after cessation of full-time work.  The third cause of action alleged that the decedent refused to comply with the obligation to sell all Class A stock in Vista to Vista pursuant to the Vista shareholders agreement after cessation of full-time work.

The decedent and Alan Adelson (hereinafter together the Adelsons) moved, inter alia, pursuant to CPLR 3211(a) to dismiss the amended complaint insofar as asserted by the plaintiffs.  In an order entered February 28, 2025, the Supreme Court, among other things, granted that branch of the Adelsons' motion.  The plaintiffs appeal.  During the pendency of the appeal, the decedent died, and the defendant Phyllis Adelson, as personal representative of the decedent's estate, was substituted for the decedent.

“ ‘Pursuant to CPLR 3211(a)(1), a party may move to dismiss a cause of action where the movant has a defense founded on documentary evidence’ ” (Bremner v. Bush, 244 AD3d 1044, 1046, quoting Stamp Rite Tool & Die Corp. v. Branded Leather, Inc., 236 AD3d 1076, 1079).  “ ‘A motion to dismiss a complaint pursuant to CPLR 3211(a)(1) may be granted only if the documentary evidence submitted by the moving party utterly refutes the factual allegations of the complaint and conclusively establishes a defense to the claims as a matter of law’ ” (id., quoting Silber Inv. Props., Ltd. v. BJG Islandia Realty, LLC, 236 AD3d 953, 954;  see Goshen v Mutual Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326).  “ ‘The evidence submitted in support of such motion must be documentary or the motion must be denied’ ” (Bremner v. Bush, 244 AD3d at 1046, quoting Silber Inv. Props., Ltd. v. BJG Islandia Realty, LLC, 236 AD3d at 954).  “ ‘[J]udicial records, as well as documents reflecting out-of-court transactions such as mortgages, deeds, contracts, and any other papers, the contents of which are essentially undeniable, would qualify as documentary evidence in the proper case’ ” (Cajahuanca v. City of New York, 231 AD3d 1006, 1008, quoting Bath & Twenty, LLC v. Federal Sav. Bank, 198 AD3d 855, 856).  Furthermore, “ ‘to be considered documentary, evidence must be unambiguous and of undisputed authenticity’ ” (id., quoting Fontanetta v. John Doe 1, 73 AD3d 78, 86;  see Coalition of Landlords, Homeowners & Merchants, Inc. v S. & A. Neocronon, Inc., 224 AD3d 658, 659).  In construing the terms of a contract, “ ‘unambiguous provisions ․ must be given their plain and ordinary meaning, and the interpretation of such provisions is a question of law for the court’ ” (Normile v. DB Ins. Co., Ltd., ––– AD3d ––––, 2026 N.Y. Slip Op 00788, *2, quoting White v. Continental Cas. Co., 9 NY3d 264, 267).  “ ‘[W]here the provisions are clear and unambiguous, the courts should not strain to superimpose an unnatural or unreasonable construction,’ and should not ‘find an ambiguity where none in fact exists’ ” (id., quoting Morales v. Allcity Ins. Co., 275 A.D.2d 736, 736).

Contrary to the plaintiffs' contentions, the allegations of the amended complaint, taken together with the RMX stockholders agreement, established that the Adelsons remained valid shareholders of RMX Class A stock.  Pursuant to the RMX stockholders agreement, the decedent was permitted to retain Class A stock as the parent of David Adelson, a full-time Class A RMX stockholder.  As David Adelson's sibling, Alan Adelson also remained qualified to own Class A shares of RMX stock pursuant to the RMX stockholders agreement.  The plaintiffs' interpretation of the RMX stockholders agreement runs counter to the plain and ordinary meaning of the contract language (see Normile v. DB Ins. Co., Ltd., ––– AD3d ––––, 2026 N.Y. Slip Op 00788;  Island Trees Union Free Sch. Dist. v A 1 Constr.  Serv., Inc., 244 AD3d 1081, 1083;  ENY Rockaway, LLC v. W 16 E. N.Y., LLC, 244 AD3d 689, 692).  Since no questions of fact were presented by the first and second causes of action for declaratory relief and the Adelsons demonstrated, as a matter of law, that the plaintiffs were not entitled to a favorable declaration, the Supreme Court should have deemed those branches of the Adelsons' motion which were to dismiss the first and second cause of action insofar as asserted by the plaintiffs to be for a declaratory judgment in the Adelsons' favor, and thereupon granted those branches of the motion (see Matter of 22–50 Jackson Ave. Assoc., L.P. v County of Suffolk, 216 AD3d 943, 947).

Further, the Supreme Court properly granted that branch of the Adelsons' motion which was pursuant to CPLR 3211(a) to dismiss the third cause of action insofar as asserted by the plaintiffs.  Contrary to the plaintiffs' contention, since the nature of the relief sought here with respect to the decedent's shares of Class A stock in Vista could have been sought through a breach of contract cause of action, based on the decedent's alleged loss of the right to stock ownership under the Vista shareholders agreement upon his retirement in 2015, the third cause of action is time-barred (see CPLR 213[2];  Hersko v. Hersko, 245 AD3d 685;  Waldman v 853 St. Nicholas Realty Corp., 64 AD3d 585, 587).

The parties' remaining contentions need not be addressed in light of our determination.

Since this is a declaratory judgment action, we remit the matter to the Supreme Court, Nassau County, for the entry of a judgment, inter alia, making appropriate declarations in accordance herewith (see Lanza v. Wagner, 11 N.Y.2d 317).

BARROS, J.P., GENOVESI, VOUTSINAS and LANDICINO, JJ., concur.