PEABODY v. CROSBY LANDMARK CORPORATION

Plaintiff's motion for preliminary injunctive relief was properly denied since her option to purchase defendants' shares, as set forth in the governing Shareholder Agreement and Proprietary Lease, was not unconditional but rather subject to the approval of the defendant cooperative corporation's board of directors, which approval had been denied (see, W.T. Grant Co. v. Srogi, 52 N.Y.2d 496, 517). Although the issue of whether the board acted in bad faith in denying plaintiff's application to purchase the shares is not preserved for our review, we note the absence of any proof tending to demonstrate that the challenged denial was motivated by other than legitimate concerns of the board for the welfare of the corporation and its shareholders (see, Simpson v. Berkley Owner's Corp., 213 A.D.2d 207).

Motion seeking to strike brief of respondents Conrad and Iverson granted and cross-motion seeking to enlarge the record denied.

THIS CONSTITUTES THE DECISION AND ORDER OF SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.