| Holme v Global Mins. & Metals Corp. |
| 2009 NY Slip Op 04283 [63 AD3d 417] |
| June 2, 2009 |
| Appellate Division, First Department |
| James W. Holme, Respondent, v Global Minerals andMetals Corp. et al., Appellants, et al., Defendants. |
—[*1] Graubard Miller, New York (Lawrence D. Bernfeld of counsel), and Seidman & Seidman,New York (Irving P. Seidman of counsel), for respondent.
Order, Supreme Court, New York County (Richard B. Lowe, III, J.), entered January 14,2009, which, insofar as appealed from, denied defendants-appellants' motion to dismiss thefourth and fifth causes alleging de facto merger and alter-ego liability, unanimously affirmed,with costs.
Plaintiff, who has been unable to collect a 2006 judgment he obtained against defendantGlobal Minerals and Metals Corp. (Global), alleges that Global's individual shareholders namedherein as defendants caused Global to cease doing business in or about 2000, stripping it ofassets and leaving it a moribund shell in order to avoid payment of the contractual obligationunderlying plaintiff's judgment, but continued to operate Global's business through the othercorporate entities named herein as defendants, which they also dominated, the last of which wasdefendant GMMC, LLC (New GMMC) set up in 2003. These allegations of continuity,domination and fraudulent transfers, which are particularized with considerable detail in thecomplaint, are sufficient to state causes of action seeking to hold Global's individualshareholders liable for plaintiff's judgment against Global on the theory that they were Global'salter egos (see Godwin Realty Assoc. v CATV Enters., 275 AD2d 269, 270 [2000];Solow v Domestic Stone Erectors, 269 AD2d 199, 200 [2000]; Chase ManhattanBank [N.A.] v 264 Water St. Assoc., 174 AD2d 504, 505 [1991]), and to impose the sameliability on New GMMC on the theory that it succeeded to Global's obligations pursuant to a defacto merger (see Fitzgerald v Fahnestock & Co., 286 AD2d 573, 575 [2001] [legaldissolution not necessary to [*2]find de facto merger "(s)o longas the acquired corporation is shorn of its assets and has become, in essence, a shell"]).Concur—Mazzarelli, J.P., Andrias, Friedman, Renwick and Freedman, JJ. [See 22Misc 3d 1123(A), 2009 NY Slip Op 50252(U).]