
    Martin Foundation, Inc., et al., Appellants, v. Jane L. M. Ginsburg et al., Respondents.
   Order, Supreme Court, New York County, entered January 22, 1973, which denied the appointment of a Receiver, denied publication, and provided for the appointment of a Referee, unanimously modified, on the law, without costs and without disbursements, to the extent of deleting those provisions providing for an appointment of a Referee, for retention of jurisdiction by the determining Justice and for a stay, and otherwise a~rmed. The stay granted by order of this court entered on February 6, 1973 is vacated. Dissolution of the Martin Foundation Inc. (Foundation) had been authorized by Special Term and the Foundation had been directed to submit a plan of distribution to be approved by the court. The bulk of shares to be sold involved those of the Bates Manufacturing Company, Inc., and, while several offers had been made, the Foundation had not responded to any of them. Mrs. Ginsburg, a member of the Foundation, was aggrieved by the manner in which the Foundation was responding to offers made for the Bates stock and applied to Special Term to obtain an order directing publication of the latest and most favorable offer. The Foundation, meanwhile, accepted an offer from the Bates Corporation itself for these shares. The court declined to grant the publication application and further declined to appoint a Receiver. It did, however, appoint a Referee to hear and report on the adequacy of the Foundation procedures utilized to obtain a proper offer. This relief was not specifically requested or contemplated by the parties. The appointment by the court of a Referee to aid the court in supervision of liquidation was premature. The controlling statute grants the authority to continue liquidation under court supervision only after the filing of a certificate of dissolution (N-PCL, § 1008, subd. [a]). Since the certificate had not been filed with regard to the Foundation, the court lacked jurisdiction to act as it did. Concur — Stevens, P. J., Kupferman, Lane, Steuer and Capozzoli, JJ.  