224 01 LLC v. K & S Laurelton Mini Mart, Inc., Doing Business as Laurelton Mini Mart, Appellant, Komal Prashad, Respondent-Respondent, et al., Undertenants. (2026)

ORDERED that the final judgment is reversed, without costs, the order entered February 8, 2024 is vacated, landlord's motion to restore the matter to the calender and for the entry of a final judgment is denied, the order entered May 19, 2023 is vacated, and the matter is remitted to the Civil Court for a new determination of tenant's motion to vacate the February 8, 2023 so-ordered stipulation of settlement following a hearing to determine who has the authority to make decisions for tenant K & S Laurelton Mini Mart, Inc.

Landlord commenced this commercial holdover proceeding against several respondents, including K & S Laurelton Mini Mart, Inc. (tenant). On April 1, 2022, Gerald G. Wright, P.C., by Gerald G. Wright, Esq. appeared and answered on behalf of "Co-Defendant, Winston Ferguson, 49% shareholder in tenant K & S Laurelton Mini Mart, Inc." (NYSCEF lists Gerald G. Wright, P.C., as counsel of record for tenant as of March 31, 2022. Winston Ferguson is not a respondent in this proceeding.) That firm, identifying itself as counsel for tenant K & S Laurelton Mini Mart, Inc., engaged in some discovery and motion practice, nominally on tenant's behalf.

On February 8, 2023, landlord's attorney and agent appeared in court. Mr. Wright appeared along with Mr. Ferguson who, it is undisputed, is the 49% owner of tenant. Savita Ramcharitar, the undisputed 51% owner of tenant, appeared with an attorney, Angelo Picerno, Esq. Landlord's attorney explained to the court that landlord had "entered into a stipulation with the 51 percent shareholder who is authorized to, he [sic] says, sign the lease [sic]." Neither Wright nor Ferguson had signed the stipulation. Mr. Wright argued that he had been representing tenant in this proceeding, that Ms. Ramcharitar knew that, and that if she objected to his representation there had been many opportunities for her to have voiced that opposition. He, on behalf of tenant, wanted to go to trial. Mr. Picerno took the position that, as the 51% shareholder, Ms. Ramcharitar had the right to retain him to represent her "as the interest for the corporation."

Ms. Ramcharitar was sworn in and questioned by the court, and testified as follows: She was the 51% shareholder of tenant. She had originally held all of the shares, but signed over 49% to Ferguson, although she could not say when she did that. She hired Mr. Picerno to represent her in this proceeding, and that included representing tenant. She did not hire Mr. Wright. It was her understanding that Mr. Wright represented Mr. Ferguson.

After Ms. Ramcharitar's testimony, the court found that there was no record in this proceeding establishing that any authority "was given to Mr. Wright to represent the 51 percent corporation" and that "[a]s of today, the 51 percent shareholder has appeared only with an attorney of her choice, Mr. Picerno." The court agreed to accept the stipulation signed by landlord, Mr. Picerno and Ms. Ramcharitar, noting that "Mr. Wright does not have the right to force the owner . . . of the 51 percent corporation to go to trial today when she's choosing to settle with her attorney of choice and cannot act against the wishes of the owner who wishes to settle this matter."

The Civil Court (Andrea S. Ogle, J.) then so-ordered the stipulation which provided, among other things, that during the parties' negotiation of a new lease, tenant would pay ongoing use and occupancy as well as "all outstanding use and occupancy." The stipulation further provided that, upon default, landlord could move to restore the matter for the entry of a final judgment.

Gerald G. Wright, P.C., by Mr. Wright, moved on behalf of tenant to vacate the stipulation for several reasons, including that his firm, which he described as counsel of record, was not included in the stipulation. Counsel alleged that Ferguson is tenant's manager and that Gerald G. Wright, P.C., by Mr. Wright, had interposed the answer and had been participating in the litigation with Ms. Ramcharitar's knowledge. By order entered May 19, 2023, the Civil Court (Joseph F. Kasper, J.) denied the motion, noting that the Civil Court had conducted a hearing and determined that Ms. Ramcharitar, as the 51% owner in the corporation, "was the proper person to represent the Respondent corporation" and stated that it was not "an appellate Court which could review the hearing of February 8, 2023."

In December of 2023, landlord moved to restore the matter to the calendar and for entry of a final judgment of possession based upon tenant's default in making payments in accordance with the stipulation. This motion was served on Gerald G. Wright, P.C., as counsel for tenant, which firm opposed the motion. By order entered February 8, 2024, the Civil Court (Lisa Lewis, J.), insofar as is relevant here, granted landlord's motion. In accordance with that order, the Civil Court entered a final judgment on February 8, 2024 awarding landlord possession. Tenant appeals, represented by Gerald G. Wright, P.C.

On appeal, tenant argues, among other things, in effect, that the Civil Court improperly so-ordered the stipulation without first holding a full hearing before making a determination as to who has the authority to make decisions on tenant's behalf, including the retainer of counsel. We agree (see generally Business Corporation Law §§ 701, 715 [g]). It was therefore error to deny tenant's motion to vacate the so-ordered stipulation without holding a hearing to determine whether Ms. Ramcharitar and the attorney she retained had authority to bind tenant by signing the stipulation in the first place. Consequently, it was error to enforce that so-ordered stipulation by granting landlord's motion to restore the matter to the calendar and for entry of a final judgment of possession.

Accordingly, the final judgment is reversed, the order entered February 8, 2024 is vacated, landlord's motion to restore the matter to the calender and for the entry of a final judgment is denied, the order entered May 19, 2023 is vacated, and the matter is remitted to the Civil Court for a new determination of tenant's motion to vacate the February 8, 2023 so-ordered stipulation of settlement following a hearing to determine who has the authority to make decisions for tenant K & S Laurelton Mini Mart, Inc.

TOUSSAINT, P.J., BUGGS and QUIÑONES, JJ., concur.

ENTER:

Jennifer Chan

Chief Clerk

Decision Date: August 21, 2026