Villano v Villano
Annotate this Case
Download PDF
Villano v Villano 2012 NY Slip Op 31821(U) July 6, 2012 Sup Ct, Suffolk County Docket Number: 29422-2011 Judge: Emily Pines Republished from New York State Unified Court System's E-Courts Service. Search E-Courts (http://www.nycourts.gov/ecourts) for any additional information on this case. This opinion is uncorrected and not selected for official publication. [* 1] INDEX NO.: 29422-2011 SHOKT FORM ORDER dl SUPREME COURT - STATE OF NEW YORK COMMERCIAL DIVISION, PART 46, SUFFOLK COUNTY Motion Date: Submit Date: Motion No.: . I l J - / * 2 10-13-201 1 04-24-2012 001 MG 1 ] Final [ x ] Non Final X THOMAS VILLANO, as a Shareholder of One Source Tool Supply, Inc., and in the right of One Source Tool Supply, Inc., Plaintiff, -against- Attorney for Plaintiff James Spiess, Esq. McNulty-Spiess P . 0 , Box 757 Ri\whead, New York 11901 Attorney for Defendants Pei.er Mott, Esq. Twomey, Latham, Shea, Kelly, Dublin & IQuartararo, LLP 33 West Second Street P. 3. Box 9398 Riverhead, New York I 1901 WILLIAM A. VILLANO, EILEEN VILLANO, and ONE SOURCE TOOL SUPPLY, INC., Defendants. X ORDERED that the motion by the plaintiff for a preliminary injunction cnjoining William A. Villano and Eileen Villano, their agents, employees and all persons acting in concert or privity with them from conducting transactions outside the defendant One Source Tool Supply, Inc. s ordinary course of business, is granted, as provided herein. In this shareholder s derivative action, the plaintiff; Thomas Villano, alleges [* 2] t nat defendants William A. Villano and Eileen Villano wrongfully converted funds trom the defendant One Source Tool Supply, Inc. ( the corporation ) for personal and family expenses, and for the development of a parcel of property located at 341 County Road 39A, Southampton, New York. The complaint alleges that the defendants William Villano and Eileen Villano have usurped the powers and prerogstives to conduct the business and affairs of the corporation against the will zind desire of the plaintiff, and that the withdrawals and conversions of corporate funds were made fraudulently and without the knowledge or consent of the plaintiff zind without any accounting to the plaintiff as shareholder of the defendant c orporation, and without authorization of the Board of Di rectors of the corporation. The plaintiff now moves for a preliminary injunction to enjoin the defendants Williain and Eileen Villano from, inter alia, conducting any transactions on behalf of the defendant corporation outside of said corporation s ordinary course o-f business. [n support of his motion, the plaintiff submits his personal affidavit, wherein he avers that he is the owner of 20% of all the issued and outstanding shares of One Source Tool Supply, Inc., which is located at County Road 39A in Southampton New York. The corporation is engaged in the tool sale and rental business. The plaintiff acknowledges tat William and Eileen Villano own the rernaining 80% of the issued and outstanding shares of the corporation. The corpoi-ation was formed as the I uccessor o the Riverhead Tool Corporation in 1991. That corporation was owned by the plaintiffs and William s father and uncle, each owning 50%. Their father s 50% share was divided into 20% for the plaintiff and 30% for William and Eileen Jillano. William and Eileen Villano purchased the remaining 50% interest from their uncle. Since that time, the plaintiff and William Villano have worked full-time in the corporation. The plaintiff states that since 1998, William and Eileen Villano have been exclusive control of the corporation. Although he questioned their decisions, Page 2 of 5 [* 3] he states that they exercised their majority status and did not share information with him. I n 1999, the plaintiff learned that the corporation was going to purchase a parcel, of property and construct a building where it could operate its business. The plaintiff Etates !hat William and Eileen handled all the details of ihat project. In 2001, the business was moved to the new location. In 2005, the plaintiff noticed that payments were being made to a company named CRKJ, LLC, a company that William and Eileen Villano formed to buy the property and build the building. The plaintiff states that William Villano told him that all of the money which was used to purchase the property and construct the building came from the corporation and that the corporation was making the mortgage payments of approximately $16,000 per month to CRKJ, LLC, which then pays Bridgehampton National Bank. He also learned by reviewing the corporation s books and records that William and Eileen Villano used the corporation s money and assets to pay f o r many of their personal and family expenses since 1998, including $200,000 to purchase their uncle s 50% interest in the Riverhead Tool Corporation, $200,000 to constrisct their residence, $200,000 to pay their children s college tuition, and monthly payments of a home equity loan, cell phone charges, and vehicles. The plaintiff states that William and Eileen Villano are now involved in a divorce action, and he avers that the corporation continues to suffer damages as a result of William and Eileen Villano s control over the corporation and its finances. In opposition, the defendant Eileen Villano avers in her affidavit that she will he prejudiced in her divorce action if the corporation is enjoined from paying its r,egula- and usual financial obligations in the ordinary course of its business, which includi=sWilliam Villano s support payments to her. Shes is otherwise not opposed to the notion. The defendant William Villano submitted no opposition. To establish entitlement to a preliminary injunction, a movant must Page 3 of 5 [* 4] clemonstrate: (1) a likelihood of success on the merits; (2) irreparable harm in the absence of an injunction; and (3) a balance of the equities in favor of granting the Copart of Conn., Inc. v. Long Is. Auto Realty, LLC, 42 AD3d 420., i~junction. 421 [3i Dept 20071 citing Aetna Ins. Co. v. Capasso, 75 NY2d 860, 862 [1990]:, Stockley v. Gorelik, 24 AD3d 535, 536 [2d Dept 20051). The party seeking a prelim [nary injunction has the burden of demonstrating the foregoing by clear and convincing evidence. Temple-Ashram v. Satyanmdji, 84 AD3d 1 158 [2d Dept 20 1 11). Where the denial of a preliminary injunction would disturb the status quo and render the final judgment ineffectual, the degree o E pro0 f required to establish the clemerit of likelihood of success on the merits should be reduced. North Fork Preserve, Inc. v Kaplan, 3 1 AD3d 403 (2d Dept 2006), affd. 68 AD3d 732 (2009). Here, the record reveals that the defendants Williarn and Eileen Villano have informed the Court during conferences that they are in the process of negotiating the tlivisicn of their assets in their divorce action. Under these circumstances, the plaintiff has demonstrated his entitlement to a preliminary injunction inasmuch as he sleeksto continue the daily and ordinary operations o fthe corporation, and to maintain the status quo. Accordingly, the defendants William A. Villano and Eileen Villano are hereby mjoinl:d from: 3) conducting any transactions on behalf of the defendant One Source Tool Supply, Inc. outside of the corporation s ordinary course of business; b) failing to deposit all cash or other payments received on behalf of the clefencant One Source Tool Supply, Inc., into a bank account in the name of said corporation; c) commingling funds or other assets ofthe de Eendant One Source Tool Supply, llnc. with the personal assets of William A. Villano and Eileen Villano; and Page 4 of 5 [* 5] (1) transferring, withdrawing, encumbering, or using any funds or other assets of the c efendant One Source Tool Supply, Inc. for the expenses and benefit of CRKJ., LLC, c r any person, including but not limited to William A. Villano, Eilen Villano., c~r 3f their children, or for any purpose other than the ordinary course of business any clf the corporation. This constitutes the DECZSZON and ORDER of th:: Court. [ ] Final [ x ] Non Final Page 5 of 5
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
