In an action by a co-operative apartment house corporation against its promoters for an accounting, plaintiff appeals from a judgment of the Supreme Court, Kings County, entered March 23, 1964 which dismissed the complaint and amended complaint, upon the decision of a Special Referee after a nonjury trial. Judgment reversed, on the law and the facts, without costs, and the action remitted to the Special Term for entry of an interlocutory judgment directing defendants to render an accounting as demanded in the amended complaint. Said judgment should be settled on five days' notice. Findings of fact inconsistent herewith are reversed and new findings are made as indicated herein. Plaintiff was organized as a nonprofit co-operative corporation to erect dwelling units, pursuant to section 213 of the National Housing Act (U.S. Code, tit. 12, § 1715e). Defendants were the sponsors or promoters of the project and this action was brought to compel them to account as fiduciaries. The court below found that there was no fiduciary relationship between defendants and plaintiffs; that only four or five tenant-stockholders had purchased shares of stock in the corporation at the time defendants disposed of their interests in the project; and that the transactions complained of were made thereafter by defendants' successors (cf. Northridge Coop. Section No. 1 v. 32nd Ave. Constr. Corp., 2 N.Y.2d 514). In our opinion, a fiduciary relationship did exist between plaintiff and defendants with respect to the transactions in question. Contrary to the findings of the Referee, the evidence established that almost all of the tenant-stockholders had subscribed for stock before defendants transferred their various interests to their successors. Moreover, although defendants had contracted to dispose of their interests prior to the consummation of the transactions complained about, the closing with their successors took place the same day as such transactions, and the terms of the various transactions had been determined while defendants were still in control. Indeed, the financial aspects of the project were fixed by defendants when the project analysis was filed with the F.H.A., at which time the defendants concededly were in complete control of plaintiff. "Defendants were legally entitled to retain without attack whatever profits accrued from contracts entered into when there were no other stockholders, provided such contracts were disclosed to and ratified by the shareholders. * * * After other shareholders have appeared on the scene, the traditional fiduciary obligations of disclosure and accountability for secret profits of which other shareholders had no notice come into play ( Northridge Coop. Section No. 1 v. 32nd Ave. Constr. Corp., 2 N.Y.2d 514, 527, supra; 1 Fletcher, Cyclopedia Corporations, §§ 192, 193)" ( Northridge Coop. Section No. 1 v. 32nd Ave. Constr. Corp., 10 A.D.2d 244, 249, affd. 9 N.Y.2d 818). Directing an accounting, however, is not a holding that defendants are liable in damages ( Clearview Assoc. v. Clearview Gardens First Corp., 8 Misc.2d 470, 474). Under the law of the case adopted at the trial, the evidence as to costs and profits was deemed immaterial until a duty to account had been established. We hold only that such duty has been established. The element of damage remains to be proved. Beldock, P.J., Christ, Brennan, Rabin and Hopkins, JJ., concur.