
    In the Matter of the Voluntary Dissolution of Bishop & Sinclair, Inc.
    Supreme Court, Special Term, New York County,
    April 3, 1956.
    
      Floyd M. Grant for petitioner.
    
      Grey & Murphy for respondent.
   Morris Eder, J.

This is an application by a 50% stockholder of a corporation, which was dissolved in 1949 by a voluntary certificate pursuant to section 105 of the Stock Corporation Law, for an accounting by the directors and distribution of the remaining assets. It appears that the other 50% stockholder instituted in September, 1955, an action in the Municipal Court for the reasonable value of services rendered to the corporation subsequent to the dissolution. The directors, who are evenly divided in number as between the two stockholders and their nominees, had not been able to agree upon payment of that claim.

Petitioner is actually seeking to have this court determine the validity and amount of the claim rather than the Municipal Court. Section 106 of the Stock Corporation Law was amended in 1955 (L. 1955, ch. 852) to grant jurisdiction to the Supreme Court to determine the validity or invalidity of claims against a dissolved corporation “ which shall have been submitted to the court for determination ” (suhd. 2). Section 105 was then amended (L. 1955, ch. 852) to provide that any claims, whose validity and amount shall not have been submitted to the Supreme Court for determination, may be prosecuted by action (subd. 12). Whether, under the amendment, the Supreme Court in such a proceeding may, despite opposition by the claimant, determine the validity and amount of his claim where no previous action has been instituted, need not be here decided; the word “ submitted ” may be deemed to comprehend a submission by both parties only. But it seems clear that where an action has been commenced and the claimant wishes to prosecute it, there is no authority for a summary determination under the terms of the applicable sections.

The -application is accordingly granted to the extent of directing distribution of the amount on hand after deducting the sum of $2,500, which shall be retained until final determination of the pending action, and a final distribution or accounting then made depending on the outcome.

Settle order accordingly.  