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In the Matter of the Dissolution of HOSPITAL DIAGNOSTIC EQUIPMENT CORP. HDE HOLDINGS, INC., Appellant; ULLRICH KLAMM et al., Respondents.

The IAS Court did not abuse its discretion in finding that the matter should be litigated in Delaware, where the subject corporation and both the corporate petitioner and corporate respondent are all Delaware corporations, the corporate petitioner's principal and predecessor in interest are both residents of Missouri, the individual respondents, who are also the corporate respondent's principals, are residents of New Jersey and Connecticut, and the only apparent New York connections are the subject corporation's maintenance of an office here and the choice of New York law to govern the shareholders' agreement that appears to be at the core of the dispute (see, Temple v. Temple, 97 A.D.2d 757). We have considered the litigants' remaining arguments, including the Attorney-General's that the courts of New York lack subject matter jurisdiction to dissolve a foreign corporation, and find them to be without merit (see, Broida v. Bancroft, 103 A.D.2d 88, 90-92).

Concur — Sullivan, J.P., Carro, Wallach, Williams and Tom, JJ.

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MATTER OF HOSPITAL DIAGNOSTIC EQUIP. CORP
(Jun 28, 1994)