A commercial shareholder in a SoHo Co-op filed an action for monetary damages and equitable relief arising from the Co-op’s efforts to sell another commercial unit in the Co-op. The plaintiff-shareholder, claiming that the sale was unauthorized and concealed from it, filed a multi-count complaint against the Co-op and its individual board members alleging breach of contract, anticipatory breach of contract, breach of fiduciary duty, minority shareholder oppression, and for an injunction stopping the Co-op from closing on the sale. The plaintiff-shareholder also sought a declaratory judgment and Yellowstone Injunction related to the plaintiff-shareholder’s default under its proprietary lease. The Co-op answered the complaint and asserted, among other things, a counterclaim for reformation based on mutual mistake. A motion to dismiss the plaintiff-shareholder’s complaint was filed pursuant to CPLR 3211(a)(1) and (7), which motion was granted by the trial court. The plaintiff-shareholder also moved to dismiss the Co-op’s mutual mistake counterclaim, which the trial court also granted. Both parties appealed these decisions and the appeals were consolidated. In a unanimous decision and order, the appellate court reversed the trial court’s dismissal of the mutual mistake counterclaim, and unanimously modified the trial court’s decision and order dismissing the plaintiff-shareholder’s complaint solely to declare that the plaintiff-shareholder was in breach of the proprietary lease, and otherwise affirmed the trial court’s dismissal of the complaint.
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