
    Han Fui Hui et al., Appellants, v Tieh Chi Ho et al., Defendants, and East Broadway Mall, Inc., et al., Respondents.
    [ 767 NYS2d 582]
   Judgment, Supreme Court, New York County (Ira Gammerman, J.), entered July 23, 2002, which, in this action seeking, inter alia, declaratory relief, upon the court’s prior grant of partial summary judgment to defendants and its confirmation of the referee’s finding that plaintiffs were duly notified of the issuance of new shares in defendant East Broadway Mall, Inc., dismissed the complaint, unanimously modified, on the law, to declare in defendants’ favor that the complained-of issuance of the new shares in East Broadway Mall, Inc. did not violate the Shareholders’ Agreement, and otherwise affirmed, without costs.

The complaint was properly dismissed since the challenged conduct of defendants in issuing new shares of stock and selling those shares to parties other than plaintiffs did not violate the Shareholders’ Agreement, and was otherwise shielded from judicial scrutiny under the business judgment rule. Plaintiffs failed to meet their burden to demonstrate that defendants acted in bad faith or to serve interests other than those of the corporation (see 40 W. 67th St. v Pullman, 100 NY2d 147 [2003]).

We modify only to declare in defendants’ favor (see Lanza v Wagner, 11 NY2d 317, 334 [1962], appeal dismissed 371 US 74 [1962], cert denied 371 US 901 [1962]).

We have considered plaintiffs’ remaining contentions and find them unavailing. Concur—Buckley, PJ., Ellerin, Lerner and Gonzalez, JJ.  