Wells v. HodgkinsWells v. Hodgkins
Plaintiff and defendant are sisters and, in 1956, their parents, Frances Salmon and Hamilton Salmon III, acquired a camp known as “Beach Cove” located on the shores of Lake Placid in the Town of North Elba, Essex County. At some point thereafter, Salmon Enterprises, Inc. (hereinafter SEI), a closely held New York corporation, was formed to hold title to Beach Cove and to “facilitate . . . intergenerational transfer[s] to future generations of Salmon family members.” Shares in SEI were restricted in transfer to bloodline descendants and, at all times relevant here, eight family members, including plaintiff and defendant, held shares therein.
In 2014, rising property taxes and maintenance costs prompted SEI‘s board of directors to decide—over plaintiff‘s objection—to begin renting Beach Cove to the public. Part of plaintiff‘s objection to the proposed rental plan stemmed from concerns regarding the potential for damage to or the loss of family heirlooms and/or personal property maintained at Beach Cove. To that end, plaintiff, defendant and their two remaining sisters gathered at Beach Cove on the weekend of March 26, 2015 to divide up or otherwise secure such heirlooms/personal property in advance of the rental season. During the course of divvying up the heirlooms and other personal property, plaintiff and defendant became involved in a heated discussion—one that purportedly culminated in defendant asking plaintiff, “What would it take, so that I never have to see your face again, and you never come to Camp [Beach Cove] again?” In response, plaintiff allegedly invited defendant to purchase her 30 shares in SEI for $900,000; according to plaintiff, defendant accepted this offer with the condition that plaintiff immediately and permanently vacate the premises and remove all of her heirlooms and/or personal property by April 1, 2015.
When the alleged agreement did not come to fruition, plaintiff commenced this action against defendant alleging breach of contract. In response, defendant filed a pre-answer
Pursuant to the terms of
That said,
Even assuming, without deciding, that plaintiff alleged sufficient facts to demonstrate that she and defendant reached a complete oral agreement for the sale of plaintiff‘s shares in SEI, we agree with defendant that the complaint must be dismissed. Contrary to plaintiff‘s assertion, SEI was a single-asset corporation—that single asset being its ownership of Beach Cove2—and, inasmuch as the alleged oral agreement involved the sale of plaintiff‘s shares of stock in a corporation whose only asset was an interest in real property, the statute of frauds indeed applied here (see Yenom Corp. v 155 Wooster St. Inc., 33 AD3d 67, 70-71 [2006]; Bergman v Krausz, 19 AD3d 186, 186-187 [2005]; Pritsker v Kazan, 132 AD2d 507, 507 [1987]). As the alleged oral agreement was not reduced to writing, plaintiff could avoid application of the statute of frauds only if her conduct fell within the part performance exception. In this regard, while the actions upon which plaintiff relies—i.e., opening a bank account in anticipation of a wire transfer
The parties’ remaining contentions, including defendant‘s assertion that plaintiff should be subject to costs and sanctions, have been examined and found to be lacking in merit. Simply put, the mere fact that plaintiff‘s conduct was insufficient to warrant application of the part performance doctrine does not mean that her pursuit of this breach of contract action constituted frivolous conduct within the meaning of
McCarthy, J.P., Lynch, Devine and Clark, JJ., concur.
Ordered that the order is modified, on the law, without costs, by reversing so much thereof as denied defendant‘s motion to dismiss the complaint; motion granted; and, as so modified, affirmed.