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Business Associations Keyed to Diamond, 6th Ed.
In re Radom & Neidorff, Inc.
Citation:
307 N.Y. 1 (1954)Facts
Radom & Neidorff, Inc. was a successful lithography business printing musical compositions. For thirty years, Henry Neidorff and David Radom (brother-in-law to Neidorff and brother to Mrs. Neidorff) were equal shareholders. Upon Henry’s death in 1950, his widow Anna inherited his shares, resulting in David Radom and Anna Neidorff becoming equal shareholders. The siblings were unfriendly before Henry’s death, and their relationship deteriorated further afterward. Five months after Henry’s death, Radom petitioned for dissolution under Section 103 of the General Corporation Law, claiming they could not elect directors due to deadlock. Despite their personal animosity, the corporation remained highly profitable, with assets tripling during the three years of litigation. Radom claimed Anna refused to sign his salary checks, while Anna alleged Radom had threatened to dissolve the corporation if she wouldn’t sell her shares and accused him of self-dealing in a separate derivative lawsuit.
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