Camhe-Marcille v. Sally Lou Fashions Corp.

Dec 27, 2001
Versions:289 A.D.2d 162
736 N.Y.S.2d 4
2001 N.Y. App. Div. LEXIS 12756

Judgment, Supreme Court, New York County (Jane Solomon, J.), entered October 17, 2000, which, insofar as appealed from as limited by the briefs, denied petitioner estate’s application to inspect respondent corporations’ books and records and dismissed the petition, unanimously modified, on the law and the facts, to the extent of directing respondents to provide petitioners with the documentation used by accountant Martin Bond to arrive at the “net after tax profit or loss” figures contained in the exhibit denominated “Accountant’s Determination of the Purchase Price of Morris Camhe’s Class B stock,” and as so modified, affirmed, without costs.

The application was properly denied with regard to the valuation of the decedent’s Class A stock, in view of the shareholders agreement, to which the decedent was a party, directing how share valuation would be determined upon a shareholder’s death, and that such determination would be final and binding upon the parties. “[W]here the parties agree that the accountant’s report would be final as to what the books showed, a party is entitled solely to an accountant’s unchallenged report, and an audit of the books and records is not permitted” (Matter of Glassman v Louis Shiffman, Inc., 56 AD2d 824, appeal dismissed 42 NY2d 910). Petitioners’ claim that respondents may have wasted and manipulated assets is unsupported. Relief such as petitioner seeks is granted cautiously, and never “for * * * ‘speculative purposes’ ” (Matter of Crane Co. v Anaconda Co., 39 NY2d 14, 19 [citation omitted]).

*163However, as to the agreed-upon valuation method for Class B stock, the record fails to indicate the basis for the figures used by respondents’ accountant for the net after-tax profits for 1993 through 1999. To that extent only, we therefore modify and direct that petitioners be permitted to inspect that supporting documentation. Concur — Sullivan, P. J., Williams, Ellerin, Lerner and Saxe, JJ.