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Supreme Court, Appellate Division, First Department, New York.

Danuta SKORULSKA, Plaintiff-Respondent, v. Maria JUREWICZ-BABIK, Defendant-Appellant.

Decided: November 29, 2005

TOM, J.P., ANDRIAS, SULLIVAN, GONZALEZ, MALONE, JJ. Michael A. Bucci II, Larchmont, for appellant. Edwin I. Gorski, New York, for respondent.

Order, Supreme Court, New York County (Faviola A. Soto, J.), entered June 6, 2005, which granted plaintiff's motion for partial summary judgment in the amount of $100,000 on her fourth cause of action, unanimously reversed, on the law, without costs, and the motion denied.

The parties are the equal and only share owners in International Garden, Inc., a corporation organized under the laws of this State for the purpose of conducting a florist business.   A share owners' agreement executed in 1993 provides that the value each party's half-interest in the corporation shall be the most recent annual value established by them, last set at $100,000 in 1994.   The complaint alleges that plaintiff has been “deprived of ownership, operation and income from the business enterprise” and seeks, in the fourth cause of action, to recover this amount from defendant, with interest from June 1, 2004.   Supreme Court found that defendant failed to offer admissible evidence sufficient to raise a material question of fact in opposition to plaintiff's motion and granted partial summary judgment on the fourth cause of action.

The parties' agreement establishes the value for which the remaining share owner may acquire the interest of the withdrawing share owner.   However, it does not impose any legal obligation on the remaining share owner to purchase such interest;  it merely grants her a right of first refusal.   While plaintiff may have the remedy of dissolution of the corporation pursuant to Business Corporation Law § 1104(a), we do not reach that issue at this time.