Stuto v Kerber

Stuto v Kerber
2012 NY Slip Op 01146 [18 NY3d 909]
February 16, 2012
Court of Appeals
Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.
As corrected through Wednesday, April 4, 2012

[*1]

Christine M. Stuto, Appellant,
v
Gregory G. Kerber et al., Defendants, and William J. McNeary III et al., Respondents.

Argued January 10, 2012; decided February 16, 2012

Stuto v Kerber, 77 AD3d 1233, affirmed.

APPEARANCES OF COUNSEL

Cooper, Erving, Savage LLP, Albany (Phillip G. Steck of counsel), for appellant.

Driver Greene, LLP, Albany (John D. Hoggan, Jr., of counsel), for respondents.

{**18 NY3d at 909} OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

Plaintiff Christine M. Stuto was employed by Wurld Media, Inc., a corporation [*2]organized under the laws of the State of Delaware. In May 2006, after encountering financial difficulties, Wurld Media stopped paying plaintiff's salary. She continued{**18 NY3d at 910} working, however, in the hope that the corporation's financial position would improve. It did not, and the corporation closed. Plaintiff thereafter obtained a judgment against Wurld Media for unpaid wages and commenced this action against Wurld Media's 10 largest shareholders to recover the unpaid wages pursuant to Business Corporation Law § 630. Supreme Court granted the motion of three defendant shareholders to dismiss the complaint on the ground that the statute does not apply to foreign corporations, and the Appellate Division affirmed.

We agree with the courts below that the plain language and history of Business Corporation Law § 630 (see Armstrong v Dyer, 268 NY 671 [1935]), as well as other relevant portions of the Business Corporation Law (see Business Corporation Law § 102 [a] [4], [7]; § 1319), reveal that section 630 applies to only domestic corporations, and not to foreign corporations.

Chief Judge Lippman and Judges Ciparick, Graffeo, Read, Smith, Pigott and Jones concur.

Order affirmed, with costs, in a memorandum.