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How do tornadoes form?
05 | 22 | 2019
Tornadoes are thunderstorms that create violent air-to-ground force. They are capable of massive destruction, destroying houses, uprooting huge trees, making shambles of large buildings, and swirling vehicles into the air. Annually, the United States averages 1,200 tornadoes. They produce an average of 65 fatalities and over 1,500 injuries per year. The loss of property is estimated in the millions.

Tornadoes can hit a revolving wind speed of 200 miles per hour and average 30 miles per hour of forward momentum. However, they can also remain stationary or accelerate to 70 mph, obliterating everything in their paths. How do these enormous energy waves from Mother Nature originate?

Thunderstorms

Credit: mdesigner125 / iStock
Thunderstorms form tornadoes. According to Weather Wiz, the ingredients needed are warm, moist air from the Gulf of Mexico and cool, dry air from Canada. When these two elements meet, they create an unstable atmosphere. As a result, a change in wind direction mixed with the increase of wind speeds creates an invisible effect in the atmosphere.

Then, the rising air from the ground is pushed up and forms swirling air. The swirling air itself starts to suck up warm air from the ground. Next, the spinning funnel grows longer and is stretched, elongating toward the ground. Finally, the funnel may reach and travel along the ground, and it is not technically called a tornado.

Funnel cloud

Credit: Rasica / iStock
Besides thunderstorms, tornadoes are also started by funnel clouds. These are turning columns of air shaped like a funnel or cone. They extend downward from a thunderstorm’s base and do not touch the ground. When the funnel cloud touches the ground, it is called a tornado.

Like other natural disasters, tornadoes develop, climax, and die. Proactive preparation is the best we can do when they come our way. This means having an escape route out of the area, or hiding in a basement, a bathroom, or other safe room.

Winds

Credit: WestWindGraphics / iStock
Unlike thunderstorms and funnel clouds, tornadoes are formed by winds. When it comes to forming tornadoes, winds occur when the air begins to spin, blowing from different directions. According to UCAR, the air immediately begins to rise and is pushed by the wind. Next, the air continues to rise and is pushed again by the shifting winds.

Finally, the wind is moving at different speeds, directions, and altitudes, which causes the air to spin at a rapid rate. Therefore, even though thunderstorms and funnel clouds contribute to forming tornadoes, the winds are a huge factor. The wind itself allows the tornado to swirl around in circles. As a result, this can create an enormous tornado, depending on the width.

Supercells

Credit: antonyspencer / iStock
Although thunderstorms, funnel clouds, and winds contribute to how a tornado is formed, there are also supercells. According to UCAR, supercells are one of the strongest types of a thunderstorm as the air rises while spinning. However, the revolving air does not form a tornado. In order for a tornado to be formed, the rotating air needs to be near the ground so the tornado can balance itself, like a child’s toy top. This event occurs when the air inside the storm goes straight to the ground, and the storm spreads out like gusts.

Multiple atmospheric elements come together to form a tornado. Thunderstorms, funnel clouds, rapid winds, and supercells collaborate to generate a mass of circling air. Lastly, they assume their rightful position of balance by touching the ground. Like a domino effect, if one of these elements were missing, there would not be a tornado. This violent and devastating force of nature is one that must be respected.

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Intel Maybe In Big Trouble.

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Trump moves to escalate investigation of intel agencies
By ZEKE MILLER and ERIC TUCKER
yesterday
Donald Trump
WASHINGTON (AP) — President Donald Trump on Thursday granted Attorney General William Barr new powers to review and potentially release classified information related to the origins of the Russia investigation, a move aimed at accelerating Barr’s inquiry into whether U.S. officials improperly surveilled Trump’s 2016 campaign.
Robert Massimi.
AG Barr has ordered a special council to investigate Comey, Obama, Hillary Clinton and msny, many more. Former CIA director Brennan and Loretta lynch may face serious jail time for there involvement in a cover up of spying on US citizens.
Not since Watergate has anything been on this grand of scale. Payoffs, cover ups and even murder are involved with these criminals. The FBI,the CIA, ITS and many other agencies are proving to be criminals.
Read below:
Trump directed the intelligence community to “quickly and fully cooperate” with Barr’s probe. The directive marked an escalation in Trump’s efforts to “investigate the investigators,” as he continues to try to undermine the findings of special counsel Robert Mueller’s probe amid mounting Democratic calls for impeachment proceedings.

Press secretary Sarah Sanders said in a statement that Trump is delegating to Barr the “full and complete authority” to declassify documents relating to the probe, which would ease his efforts to review the sensitive intelligence underpinnings of the investigation. Such an action could create fresh tensions within the FBI and other intelligence agencies, which have historically resisted such demands.

Barr has already asked John Durham, the U.S. attorney in Connecticut, to examine the origins of the Russia investigation to determine whether intelligence and surveillance methods used during the probe were lawful and appropriate. Still, Barr has been directly involved, according to a person familiar with the matter who was not authorized to discuss it publicly, and is also working with CIA Director Gina Haspel, Director of National Intelligence Dan Coats and FBI Director Christopher Wray.

Trump is giving Barr a new tool in his investigation, empowering his attorney general to unilaterally unseal documents that the Justice Department has historically regarded as among its most highly secret. Warrants obtained from the Foreign Intelligence Surveillance Court, for instance, are not made public — not even to the person on whom the surveillance was authorized.

Trump explicitly delegated Barr with declassification power — noting it would not automatically extend to another attorney general — and only for use in the review of the Russia investigation. Before using the new authority, Barr should consult with intelligence officials “to the extent he deems it practicable,” Trump wrote in a memo formalizing the matter.

Trump has frequently claimed his campaign was the victim of “spying,” though the intelligence community has insisted it acted lawfully in following leads in the Russia investigation and conducted surveillance under court order.

Wray vocally opposed the release by Congress last year of details from a secret surveillance warrant obtained by the bureau on a former campaign adviser, Carter Page. The White House had eagerly encouraged Republicans on the House intelligence committee to disclose that classified information, believing it could help undermine the Russia investigation.

Wray, though cooperating with Barr in a review of the origins of the Russia probe, would presumably balk at declassifying classified information that could reveal sensitive sources or methods of investigators.

Despite Mueller finding no evidence to support criminal charges against Americans related to Russia’s actions, his report documented extensive Russian efforts to interfere in the 2016 campaign and willingness on the part of some in Trump’s orbit to accept their aid.

House Intelligence Committee Chairman Adam Schiff accused Trump and Barr of trying to “conspire to weaponize law enforcement and classified information against their political enemies.”

“The coverup has entered a new and dangerous phase,” Schiff said in a statement released late Thursday. “This is un-American.”

Typically, the Office of the Director of National Intelligence coordinates declassification work by contacting various agencies where classified material originated to get their input on what should be released or not disclosed based on legal exemptions. The president, however, has the authority to declassify anything he wants.

A former senior intelligence official who served in the Obama administration said their principle concern is that the attorney general, hand-picked by Trump, could declassify and release selective bits to make the previous administration and former senior officials look bad. The former official spoke on the condition that the official would not be named in order to describe the concerns of intelligence professionals.

Thursday’s move further solidifies Barr’s position in Trump’s eyes as a legal warrior on fighting on his behalf.

After Mueller submitted his report to Barr in March, the attorney general released a four-page summary to Congress. Barr’s letter framed the debate about the probe over the next few weeks and, White House officials believe, allowed Trump to declare victory before the release of the full report, the contents of which are far more ambiguous.

Trump also appreciated Barr’s combative stance with lawmakers and reporters as he defended the Justice Department’s handling of the report, and again when he declined to appear before Congress and defied a subpoena, drawing a possible contempt charge. Trump has told close confidants that he “finally” had “my attorney general,” according to two Republicans close to the White House who were not authorized to speak publicly about private conversations.

“Today’s action will help ensure that all Americans learn the truth about the events that occurred, and the actions that were taken, during the last Presidential election and will restore confidence in our public institutions,” Sanders said.

Two of Trump’s congressional allies, Reps. Mark Meadows and Jim Jordan, were seen by reporters earlier Thursday at the Justice Department.

__

Associated Press writers Mike Balsamo, Deb Riechmann and Jonathan Lemire contributed to this report.

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Former Smiths Front Man Slammed For Conservative Opinion.

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ROBERT MASSIMI.
When it comes to entertainment, i guess if your not on the left, you get vilified by the left and get black ballad.
Resd bellow:

WORLD’S OLDEST RECORD STORE BANS MORRISSEY SALES BECAUSE HE HAS A DIFFERENT OPINION
Diversity of thought? Not here
Paul Joseph Watson | Infowars.com – MAY 23, 2019
World’s Oldest Record Store Bans Morrissey Sales Because He Has a Different Opinion
The world’s oldest record store has banned sales of Morrissey records because he dared deviate from leftist dogma by supporting a political party which is critical of the Islamic practice of halal slaughter of animals.

“I’m saddened but ultimately not surprised that Spillers is unable to stock Morrissey’s releases any longer,” the shop’s owner, Ashli Todd told the Guardian. “I only wished I’d done it sooner.”

Morrissey is set to release a new solo album on Friday. The former Smiths frontman has been lambasted by the left and the media for expressing support for Anne Marie Waters, leader of For Britain, a political party which has criticized Islam and opposed halal slaughter.

As early as 2007, Morrissey began criticizing mass immigration, telling the NME, “The higher the influx into England the more the British identity disappears … the gates of England are flooded. The country’s been thrown away.”

“If you try to make everything multicultural, you end up with no culture at all,” the singer also commented.

The pop icon also savaged the British establishment for its failure to call out Islamic extremism following the Manchester Arena suicide bombing.

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Paul Joseph Watson

@PrisonPlanet
Will Manchester listen to Morrissey? #SilenceForManchester

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During an April 2018 interview, Morrissey also called out the left’s inability to form a political argument without resorting to ad hominem smears, remarking, “When someone calls you racist, what they are saying is “hmm, you actually have a point, and I don’t know how to answer it, so perhaps if I distract you by calling you a bigot we’ll both forget how enlightened your comment was.”

“British mainstream media is now so politically correct that basic truth is actually impossible, and although it is obsessed with promoting social diversity they will not accept diverse opinion,” he added.

However, the record store in Cardiff should really be applauded. It’s such a brave decision to side with 99% of the music industry who all espouse the same cliched left-wing political views.

So courageous.

They’re all for diversity – until it comes to diversity of opinion, which is ruthlessly crushed.

In an industry that is rife with NPC conformity, Morrissey is one of the few musicians left who dares to speak his mind about anything. Everyone else just glibly repeats the same leftist Stepford Wife mantra because they are terrified of jeopardizing their careers.

From the 60’s to the 90s, artists were much more bold in expressing their opinions because there were no maniacal outrage mobs weaponzing social media to have them deplatformed.

Now everything is a stale, insipid echo chamber.

As Morrissey himself once sung, “the world is full of crashing bores”.

Mark Zuckerberg hates it when you share this article on Facebook.

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People Just Aren’t Interested Anymore.

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ROBERT MASSIMI.
NBA has been losing viewers for years. People are just not intrested in the NBA, there politicsl statements or hip hop attitudes. Msny arrests as nd gun charges havr lead to fips on both Nfl and Nba.
Read below:
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Raptors-Bucks series leads to massive dip in TV ratings
Arun Srinivasan
Arun Srinivasan
Yahoo Canada SportsMay 20, 2019, 9:19 PM EDT

The Eastern Conference Finals features two players who could be considered the NBA’s best in Giannis Antetokounmpo and Kawhi Leonard, a team that posted the league’s best record and point differential (Milwaukee Bucks) and a grizzled opponent looking to make their first NBA Finals (Toronto Raptors).

None of that seems to be a compelling draw for the average viewer in the United States, however.

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The Athletic’s Richard Deitsch detailed that Game 2 between the Bucks and Raptors averaged 4.39 million viewers on TNT, down 48 percent year-over-year from when the LeBron James-led Cleveland Cavaliers squared off against the Boston Celtics in 2018.

Richard Deitsch

@richarddeitsch
The Raptors-Bucks has been fascinating from a basketball perspective. But the ECF is where the NBA has seen its TV viewership crater. Per @paulsen_smw: Friday’s Game 2 drew 4.39 million viewers on TNT, down 48% from CLE-BOS on ESPN last year & 14% from CLE-BOS on TNT in 2017.

57
8:44 PM – May 20, 2019
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It’s worth noting that Canadian television numbers don’t figure into these calculations but you have to wonder what the Raptors have to do to capture the imagination of the average fan.

bomani

@bomani_jones
for ratings, that pair of markets was probably worst-case scenario for the east. those televisions in canada don’t count for american ratings.

Richard Deitsch

@richarddeitsch
The Raptors-Bucks has been fascinating from a basketball perspective. But the ECF is where the NBA has seen its TV viewership crater. Per @paulsen_smw: Friday’s Game 2 drew 4.39 million viewers on TNT, down 48% from CLE-BOS on ESPN last year & 14% from CLE-BOS on TNT in 2017.

237
8:54 PM – May 20, 2019
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After the Raptors took down the Bucks in a double-overtime thriller on Sunday, perhaps the audience will come flocking back for a pivotal Game 4.

More Raptors coverage from Yahoo Sports

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Wow, What a Surprise Another Crooked Lawyer, Politican.

Robert Massimi.
Elijah Cummings, the Minister (ha), like Sharpton is a minister, his wife taking graft and her husband tries to pass legislation on her behalf. When will the swamp get drained of these scum bag lawyers and politicians? It seems that Cummings snd his wife benefit from this scheme.
Read below:
More Accurate than The New York Times, Washington Post, CNN and MSNBC for Two Years and Counting!

Developing: Democrat Chairman of House Oversight Committee and Wife Accused of Massive Pay-to-Play Scandal
Jim Hoft by Jim Hoft May 21, 2019 380 Comments
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Rep. Elijah Cummings caught up in charity scandal–

A charity run by Maya Rockeymoore, the wife of Rep. Elijah Cummings, received millions from special interest groups and corporations that had business before her husband’s committee.

The Washington Examiner reported:

Cummings, 68, a Maryland Democrat, is chairman of the House Committee on Oversight and Government Reform. His wife, Maya Rockeymoore, 48, is the chairman of the Maryland Democratic Party and briefly ran in the state’s gubernatorial race last year. The couple married in 2008. Cummings was once heavily in debt — in part due to hefty child support payments to his first wife and two other women he had children with — but his financial situation has improved considerably over the past decade.

Rockeymoore runs two entities, a nonprofit group called the Center for Global Policy Solutions and a for-profit consulting firm called Global Policy Solutions, LLC, whose operations appear to have overlapped, according to the IRS complaint filed by watchdog group the National Legal and Policy Center on Monday. The complaint states that the arrangement may have been used to derive “illegal private benefit.”

Global Policy Solutions received more than $6.2 million in grants between 2013 and 2016, according to tax records. Several of the nonprofit group’s financial backers — which included Google, J.P Morgan and Prudential — have business interests before the House Committee on Oversight and Government Reform. Cummings has served as Democratic chairman of the committee since January and previously served as ranking member.

Read the rest here.

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San Francisco, Big Money, Big Problems.

Skip to content. ROBERT MASSIMI.
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Where to Live If You Want the Highest Salary and Disposable Income
By Enda Curran
May 20, 2019, 5:35 AM EDT
SF comes out number one for salaries, disposable income
Deutsche Bank survey still has Zurich top for quality of life
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Looking for a bump in salary and lifestyle? Then try San Francisco.

With it’s homeless problem San Francisco is a tale of two cities. The homeless and the uber wealthy. How long will yhe wealthy allow the homeless to make their city an utter shithole. Fesies, needles and garbage make this once beautiful city look like a third world country.
It makes Absolute Electrical contractors look like a fun place to work. Set up on the Bay,this city looks like any third world country. Very rich: very poor. The laws by former and current mayor, have made squatting laws easy for vagrants.
San Francisco has always been a liberal city but the liberalism over the years gas become ridiculous. A sanctuary city,it harbors drug dealers, terrorists and gang members.innocent people are afraid to walk the streets.
Read below:

The U.S. west coast city has soared up the rankings to dislodge Zurich for the highest salaries and disposable income after rent, according to Deutsche Bank’s “Mapping the World’s Prices 2019.”

Over the past five years alone, San Francisco has risen 7 and 21 places on both gauges.

Show Me the Money
San Francisco has dislodged Zurich as the city with the highest salaries

Source: Deutsche Bank’s “Mapping the World’s Prices 2019”

“The rapid growth of the U.S. tech sector is helping San Fran beat traditional capital cities for incomes,” Deutsche Bank’s Jim Reid, Craig Nicol and Henry Allen wrote in the report. “Whilst its cost of living is increasing each year and rising up the cost rankings on most measures we cover, it still lags major global capitals. In terms of 2-bed rents however, it is only behind Hong Kong.”

Much of the shift is down to the dollar’s surge over the past half decade, which has helped inflate the position of U.S. cities versus global peers. The greenback is up 20% versus the euro and 23% against sterling in the period.

Zurich hasn’t relinquished all of its territory. The Swiss city tops the survey for quality of life and is number one, or close to it, for the cost of goods and services.

It also remains the most expensive city to go on a date.

“Zurich is again the place to find a long-term partner early in life and persuade them to stay at home at night, eat in, watch the telly and save your high disposable income or risk seeing it erode away on your partner,” according to the report.

Love Is In the Air
There’s no such thing as a cheap date in Switzerland’s banking hub

Source: Deutsche Bank’s “Mapping the World’s Prices 2019”

Note: Based on cab rides, dinner/lunch for two at a pub or diner, soft drinks, two movie tickets and a couple of beers

For the survey, Deutsche Bank converts prices for products and services around the world into dollars, and mostly uses crowd sourcing for input data. It also looks at average salaries, meaning megacities will be higher up the rankings because they have more people on higher salaries.

When it comes to cigarettes and beer, Deutsche Bank’s “bad habits” index shows Melbourne has toppled Oslo as the most pricey city, followed by Sydney, Auckland and Dubai.

For those who do go on a date in Zurich, it pays to stick to beers.

According to the report, this is a rare area where the Swiss city is ‘relatively’ cheap, ranking 19th out of 54 in terms of expensiveness.

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Home Browse Decisions NY 2017 NY 2017 NY Slip Op 30446(U)

RUTIGLIANO v. LOCANTRO
Email | Print | Comments (1)
Docket No. 654118/2015, Motion Seq. Nos. 001, 002.
View Case Cited Cases
2017 NY Slip Op 30446(U)

JOSEPH RUTIGLIANO, Plaintiff, v. WILLIAM LOCANTRO, ROBERT ROMANOFF, EDM ELECTRICAL CONTRACTORS, INC., BRAVO SALES GROUP, INC., JOHN DOES 1 THROUGH 10, ABC CORPORATIONS 1 THROUGH 10 Defendants.

Supreme Court, New York County.

Motion July 19, 2016.

March 3, 2017.

March 6, 2017.

EILEEN BRANSTEN, Judge.

This matter comes before the Court on Plaintiff-Petitioner’s Petition for dissolution pursuant to Business Corporation Law § 1104-a (Motion Sequence 001), and Defendant-Respondents’ motion to dismiss the Petition pursuant to CPLR §§ 404 and 3211 (Motion Sequence 002). Defendant-Respondents oppose the Petition for dissolution, and Plaintiff-Petitioner opposes the motion to dismiss. For the foregoing reasons, the Court denies Plaintiff-Petitioner’s motion for dissolution. The Court grants, in part, Defendant-Respondents’ motion to dismiss the Petition.

I. Background
The instant Petition arises from a dispute between Plaintiff-Petitioner Joseph Rutigliano (“Rutigliano”) and Defendant-Respondents William Locantro (“Locantro”) and Robert Romanoff (“Romanoff”) regarding ownership and control of Absolute Electrical Contracting of NY Inc., a unionized electrical contracting business (“Absolute” or the “Company”). Plaintiff-Petitioner Rutigliano alleges he holds one-third of all outstanding shares of Absolute, but has been effectively “frozen out” of Absolute through the “oppressive and illegal conduct” of his partners, Locantro and Romanoff. Petition ¶ 1. Rutigliano separately alleges Locantro and Romanoff improperly “diverted Company assets for their own benefit and robbed the Company of corporate opportunities.” Id.

The Petition alleges that, in or about 2006, Rutigliano was approached by Locantro to join Absolute. Petition ¶ 10. At that time, Locantro was the sole owner and officer. Id. When Rutigliano first began working for Absolute, his initial compensation was “base salary plus commissions.” Id. ¶ 12. Rutigliano began taking on more responsibilities at Absolute, eventually taking responsibility for “all of the day-to-day operations of the Company.” Id. ¶ 13.

In mid-2011, Rutigliano and Locantro began negotiating the terms of a shareholder agreement pursuant to which each would own a 50% stake in Absolute. Petition ¶ 15. Soon after, Locantro advised Rutigliano he wanted a childhood friend, Robert Romanoff, to join Absolute as its new Chief Financial Officer and part-owner. Id. ¶ 16.

On January 1, 2012, the parties signed an operating agreement governing the terms of operation and control of Absolute.1 See NYSCEF No. 56, Romanoff Affidavit Exhibit A (the “Operating Agreement”). The Operating Agreement sets forth that Plaintiff-Petitioner Rutigliano, Defendant-Respondent Locantro, and Defendant-Respondent Romanoff were each to possess a one-third ownership stake in Absolute. See Operating Agreement at 4, 28. Locantro and Rutigliano’s initial contributions were valued at $250,000, while Romanoff provided no initial contribution for his ownership stake. See Operating Agreement at 28.

The Petition alleges disagreements between the shareholders arose almost immediately. Petition ¶ 28. For example, the Petition alleges Defendant-Respondent Romanoff quickly fell behind on paying Absolute’s creditors, bounced payroll checks, and generally “could not properly manage the company’s finances.” Id. ¶¶ 28-30. The Petition alleges that, around the same time, Defendant-Respondents began denying Plaintiff-Petitioner access to Absolute’s books and Records. Id. ¶ 30.

The Petition further alleges that, in September 2011, Defendant-Respondents Locantro and Romanoff formed EDM Electrical Contractors (“EDM”) to bid on non-union contracting jobs for which Absolute was not eligible. Petition ¶ 26. To hide EDM’s existence from Plaintiff-Petitioner, Defendant-Respondents formed EDM under the name of the individual Defendant-Respondents’ children. Id. ¶ 26.

The Petition further alleges that by late 2013, Absolute was significantly behind in repaying expenses which Rutigliano had incurred on Absolute’s behalf. Petition ¶ 38. Then on November 2, 2013, Rutigliano was allegedly replaced as president of Absolute without prior notice. Id. ¶ 39. On November 12, 2013, Rutigliano met with Locantro to discuss his concerns regarding Absolute. Id. ¶ 41. Locantro allegedly told Plaintiff-Petitioner he “would pay the $250,000 owed to [Rutigliano] and that the Company would begin paying back all monies owed.” Id.

On or about February 1, 2015, Defendant-Respondent Locantro called a meeting of the three shareholders for February 12, 2015. Petition ¶ 56. At that meeting, Defendant-Respondents Locantro and Romanoff allegedly “proceeded to vote to remove Rutigliano as `managing member’, officer, and `member’ of the Company. Id. ¶ 59. Locantro and Romanoff also “voted to suspend all compensation and other benefits owed to Petitioner.” Id. By email dated March 6, 2015, Romanoff advised Rutigliano his “duties and responsibilities as president, officer, and managing member have been totally removed.” Id. ¶ 61. Defendant-Respondents subsequently “denied Petitioner access to his office and mailed his personal effects to his home.” Id.

At a shareholder meeting held on July 24, 2015, Locantro and Romanoff approved an immediate “capital call” which would require each of the three shareholders, including Plaintiff-Petitioner, to make a capital contribution of $102,550 within four days—by July 28, 2015. Petition ¶ 65. An additional shareholder meeting was held on October 9, 2015 for the purposes of issuing a second capital call. Id. ¶ 68. According to the Petition, Defendant-Respondents issued the capital calls in an improper attempt to dilute Plaintiff-Petitioner’s interest in the company to nothing. Id. ¶ 69.

On December 9, 2015, Plaintiff-Petitioner filed the instant Petition seeking judicial dissolution of Absolute pursuant to Business Corporation Law § 1104-a (Count One). The Petition alleges nine additional causes of action against Defendant-Respondents, including “appointment of a receiver pursuant to Business Corporation Law § 1113” (Count Two); an accounting of Absolute and EDM (Count Three); breach of fiduciary duty (Count Four); breach of contract (Count Five); breach of the duty of good faith and fair dealing (Count Six); Conversion (Count Seven); unjust enrichment (Count Eight); tortious interference with Contract and economic advantage (Count Nine); and promissory estoppel (Count Ten).

II. Standards of Review
A respondent in a special proceeding “may raise an objection in point of law by setting it forth in his answer or by a motion to dismiss the petition, made upon notice within the time allowed for answer.” C.P.L.R. § 404. The purpose of this provision “is to permit a motion to be made on all grounds available in an action under CPLR § 3211.” Bernstein Family Ltd. P’ship v. Sovereign Partners, L.P., 66 A.D.3d 1, 5 (1st Dep’t 2009); see also Langella v. Front Door Associates, Inc., 34 Misc.3d 1212(A) at *1 (Sup. Ct. Suffolk Cty. 2012) (holding a motion to dismiss pursuant to CPLR § 404 “should not involve a contest on the merits of the targeted claims, but instead, should be limited to the assertion of one or more of defenses in bar of the type contemplated by CPLR 3211(a)”).

In considering a motion to dismiss for failure to state a claim under CPLR § 3211(a)(7), the court must “accept the facts as alleged in the complaint as true, accord plaintiffs the benefit of every possible favorable inference, and determine only whether the facts as alleged fit within any cognizable legal theory.” Leon v. Martinez, 84 N.Y.2d 83, 87-88 (1994). While factual allegations contained in a complaint are accorded a favorable inference, bare legal conclusions and inherently incredible facts are not entitled to preferential consideration. Sud v. Sud, 211 A.D.2d 423, 424 (1st Dep’t 1995). The motion will be denied if the factual allegations contained within “the pleadings’ four corners . . . manifest any cause of action cognizable at law.” 511 W. 232nd Owners Corp. v. Jennifer Realty Co., 98 N.Y.2d 144, 151-52 (2002).

Where a motion to dismiss is based on documentary evidence under CPLR § 3211(a)(1), the claim will be dismissed “only where the documentary evidence utterly refutes plaintiff’s factual allegations, conclusively establishing a defense as a matter of law.” Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002); see also Leon v. Martinez, 84 N.Y.2d 83, 87-88 (1994). Thus, courts will not grant dismissal based on documentary evidence where that evidence consists of contractual provisions which are ambiguous as applied, or which are subject to multiple “reasonable” interpretations. Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59, 64 (2012).

III. Discussion
Defendants move to dismiss the Petition in its entirety pursuant to CPLR § 3211 and § 404 on numerous grounds, including lack of standing, failure to state a claim and documentary evidence. The Court will address each argument separately below.

A. Dissolution of Absolute Pursuant to BCL § 1104-a
Defendant-Respondents argue the Petition’s claim for judicial dissolution of Absolute (Count One) should be dismissed pursuant to CPLR §§ 3211(a)(1) and (7) for lack of standing and for failure to state a claim.

1. Standing
Defendant-Respondents first argue Plaintiff-Petitioner lacks standing to petition for dissolution because he does not meet the threshold ownership requirements set forth by BCL § 1104-a. Def. Mov. Br. at 9-11. Specifically, Defendant-Respondents argue Plaintiff-Petitioner’s initial one-third stake in Absolute was “reduced to zero” due to failure to pay the July and October capital calls. Def. Mov. Br. at 9. In support, Defendant-Respondents rely on the provision of the Operating Agreement governing capital calls, as well as several emails sent by Plaintiff-Petitioner regarding the relevant ownership dispute.2

Under BCL § 1104-a, “the threshold requirement for judicial dissolution is that the shareholder seeking dissolution hold at least 20% of the company’s stock.” Shea v. Hambros PLC, 244 A.D.2d 39, 52-53 (1st Dep’t 1998) (citing BCL § 1104-a). The burden of showing a sufficient ownership interest is on the party seeking dissolution. This burden can be met in several ways, such as showing “the existence of an agreement between parties demonstrating an intent to form a corporation; tax records; as well as the conduct of the parties which may evidence exercise of functions consistent with shareholder status.” Klauss v. MacDonald, 30 Misc.3d 1221(A) at *8 (Sup. Ct. Suffolk Cty. 2011) (citing Estate of Purnell v. LH Radiologists, P.C., 90 N.Y.2d 524, 529 (1997)).

Regarding capital calls made against members of Absolute, section 2.2 of the Operating Agreement states:

No member shall be obligated to make any additional contribution to the Company’s capital without the prior written consent of the Members. In the event any Member shall fail to contribute his full, pro rata share of any additional capital contribution then the Company interests of all Members shall be adjusted to reflect such capital contributions as are actually made.
Operating Agreement at § 2.2. Section 2.2 further indicates that the ownership interest of the member who fails to contribute such additional capital will be diluted by the following formula: “for each $1,000 of the capital call the member does not contribute he will lose.6% of his interest.” Id.

According to Defendant-Respondents, once Plaintiff-Petitioner failed to pay the two capital calls, Section 2.2’s dilution provision kicked in, resulting in the loss of Plaintiff-Petitioner’s entire stake in Absolute. Def. Mov. Br. at 9. However, Plaintiff-Petitioner contends his failure to pay the capital calls had no effect on his ownership stake because Defendant-Respondents Locantro and Romanoff approved the calls without Plaintiff-Petitioner’s consent, and thus failed to obtain “prior written consent of the members” as required by Section 2.2. Pl. Opp. Br. at 10-11. Notably, the parties dispute whether Section 2.2 requires unanimous consent to approve a capital call, or whether Defendant-Respondents’ majority-vote approval was sufficient.

Upon review, the Court concludes the precise meaning of “prior written consent of the members” in Section 2.2 of the Operating Agreement is ambiguous enough to call into question whether the capital calls and resulting dilution of Plaintiff-Petitioner’s ownership stake were permitted under the Operating Agreement. As such, at this early stage of litigation, the Operating Agreement alone is insufficient to “conclusively establish” Plaintiff-Petitioner’s lack of standing to sue for dissolution under BCL § 1104-a. Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59, 64 (2012).

In further support of the argument that Plaintiff-Petitioner held less than a 20% interest in Absolute at the time the Petition was filed, Defendant-Respondents point to two messages sent by Plaintiff-Petitioner to Defendant-Respondents Locantro and Romanoff after the capital calls were issued. See Def. Mov. Br. at 9-10. In the first, an email dated November 4, 2013, Plaintiff-Petitioner states “it is my belief that we both need to move on in an amicable way.” NYSCEF No. 9, Petition, Exhibit H. In the second, a letter dated April 29, 2015, Plaintiff-Petitioner states “it is clear that I am owed money for my ownership interest in Absolute.” NYSCEF No. 22; Petition, Exhibit U.

However, the Court concludes these statements fail to conclusively show Plaintiff-Petitioner was no longer an Absolute Shareholder at the time the statements were made. While the statements show Plaintiff-Petitioner’s intent to divest himself of his interest in Absolute, the statements also indicate that the parties had not yet followed through on this intent. Thus, at the time they were sent, it appears that Plaintiff-Petitioner still maintained a claim to the one-third ownership stake discussed in those communications. Accordingly, Defendant-Respondents have failed to meet their burden of “conclusively establishing” Plaintiff-Petitioner lacked standing to sue under BCL § 1104-a. Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002); CPLR § 3211(a)(1).

2. Whether the Petition alleges entitlement to dissolution generally
Next, Defendant-Respondents argue Plaintiff-Petitioner has failed to sufficiently allege any of BCL § 1104-a’s prescribed grounds for dissolution.

The statute provides that a petitioner may move for judicial dissolution under one or more of the following grounds:

(1) The directors or those in control of the corporation have been guilty of illegal, fraudulent or oppressive actions toward the complaining shareholders; (2) The property or assets of the corporation are being looted, wasted, or diverted for non-corporate purposes by its directors, officers or those in control of the corporation.
N.Y. Bus. Corp. Law § 1104-a. In this context, “illegal” and “fraudulent” actions take on their generally accepted common law definitions. Matter of Kemp & Beatley, Inc., 64 N.Y.2d 63, 70 (1984). “Oppressive actions” refer to conduct that “substantially defeats the `reasonable expectations’ held by minority shareholders in committing their capital to the particular enterprise.” Id. at 72 (internal citation omitted).

First, Defendant-Respondents argue Plaintiff-Petitioner fails to make a showing of “oppressive actions” because, as a minority shareholder, he could be out-voted in the resolution of all disputes by Defendant-Respondents and thus had no “reasonable expectation” of any particular benefit from his ownership of Absolute. Def. Mov. Br. at 10-11.3

However, as noted above, ambiguity remains as to whether the Operating Agreement required unanimous consent of all members—rather than a simple majority vote—in order to take certain shareholder actions. If the Operating Agreement, in fact, required unanimous consent to issue a capital call, as Plaintiff-Petitioner contends, then Defendant-Respondents’ issuance of the capital call (and subsequent dilution of Plaintiff-Petitioner’s ownership stake) pursuant to a mere majority vote may constitute an improper frustration of Plaintiff-Petitioner’s “reasonable expectations” of membership in Absolute. See Matter of Kemp & Beatley, Inc., 64 N.Y.2d at 70. Accordingly, the Court declines to dismiss the Petition’s allegations of oppressive conduct on these grounds. See Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59, 64 (2012).4

Second, Defendant-Respondents argue the Petition fails to plead fraud or illegal conduct. To plead a cause of action for common law fraud, the plaintiff must allege a misrepresentation of a material fact, which was known by the defendant to be false and intended to be relied on when made, and that there was justifiable reliance and resulting injury. Braddock v. Braddock, 60 A.D.3d 84, 86 (1st Dep’t 2009). When alleging either fraudulent or illegal conduct under BCL § 1104-a, each element must be pled with particularity pursuant to CPLR § 3016. Id. at 88; Berardi v. Berardi, 108 A.D.3d 406, 407 (1st Dep’t 2013).

In support of the Petition’s allegations of fraud, Plaintiff-Petitioner argues only that Defendant-Respondents’ use of EDM to secretly compete with Absolute “is clearly fraudulent as to Petitioner.” Pl. Opp. Br. at 18. Upon review, however, the Court concludes the Petition’s allegations relating to Defendant-Respondents’ creation and operation of EDM sound in breach of fiduciary duty, not fraud. See, e.g., Burkhart, Wexler & Hirschberg, LLP v. Liberty Ins. Underwriters, 19 Misc.3d 1112(A) at *8 (Sup. Ct. Nassau Cty. 2008), aff’d sub nom. Burkhart, Wexler & Hirschberg, LLP v. Liberty Ins. Underwriters, Inc., 60 A.D.3d 884 (2nd Dep’t 2009) (finding allegations of a firm pursuing interests in competition with its client sounded in breach of fiduciary duty). Accordingly, Count One is dismissed without prejudice to the extent it is premised on allegations of fraudulent conduct by Defendant-Respondents.

Regarding allegations of Defendant-Respondents’ “illegal” conduct, Plaintiff-Petitioner argues the alleged conduct violated tax laws and labor laws, including the National Labor Relations Act (“NLRA”). Pl. Opp. Br. at 18. Plaintiff-Petitioner points to Defendant-Respondents’ alleged comingling of Absolute’s “union shop” labor pool with EDM’s non-union labor pool as a potential violation of the NLRA. Id.

However, Plaintiff-Petitioner does not indicate the specific NLRA provisions or tax laws allegedly violated by such conduct, and the Court will not imply a violation of law where none is explicitly set forth in the Petition or accompanying briefing. Berardi, 108 A.D.3d at 407 (requiring misconduct presented as the basis for a dissolution motion to be alleged with specificity). Accordingly, the claim for dissolution is dismissed without prejudice to the extent it is premised on allegations of illegal conduct by Defendant-Respondents.5

B. Appointment of a Receiver Pursuant to BCL § 1113
Defendant-Respondents argue Plaintiff-Petitioner has failed to state a claim for entitlement to a receiver pursuant to BCL § 1113. Def. Mov. Br. at 12-13.

Under BCL § 1113, the Court may, at its discretion, appoint a temporary receiver for the purpose of “preserving the property and carrying on the business of the corporation” during the pendency of litigation. BCL § 1113. To show entitlement to a temporary receiver, the movant must show, by clear and convincing evidence, the non-movant’s continued control of the corporation in question would result in “irreparable loss or material injury to the corporation or its assets.” McBrien v. Murphy, 156 A.D.2d 140, 140 (1st Dep’t 1989); see also In re Judicial Accounting of Sakow, 280 A.D.2d 378, 378 (1st Dep’t 2001), aff’d sub nom. In re Sakow, 97 N.Y.2d 436 (2002).

It is well established that courts are to exercise “extreme caution” in appointing a temporary receiver, “because such appointment results in the taking and withholding of possession of property from a party without an adjudication on the merits.” Hahn v. Garay, 54 A.D.2d 629, 629-30 (1st Dep’t 1976). Thus, where the movant can obtain complete relief for alleged harm to the corporation through further judicial proceedings in a dissolution action, a request for a temporary receiver will be denied. See McBrien 156 A.D.2d at 140; see also In re Harrison Realty Corp., 295 A.D.2d 220, 220-21 (1st Dep’t 2002) (denying request for temporary receiver in dissolution action where alleged harm to the subject corporation “would be properly addressed in the final accounting submitted to the court in the course of effecting the dissolution”).

The Court concludes Plaintiff-Petitioner fails to establish entitlement to a temporary receiver because the Petition and accompanying papers are devoid of allegations of irreparable loss to the corporation. In opposition to the instant motion to dismiss, Plaintiff-Petitioner argues that Defendant-Respondents “grossly mismanaged” Absolute and engaged in self-dealing at Plaintiff-Petitioner’s expense. Pl. Opp. Br. at 21. Plaintiff-Petitioner further cites to the alleged capital calls as evidence of Absolute’s resulting insolvency. Id. However, as noted above, allegations of corporate wrongdoing such as mismanagement or self-dealing are insufficient to warrant the appointment of a temporary receiver where such harms can be remedied by a monetary award at the conclusion of a dissolution action. See In re Harrison Realty Corp., 295 A.D.2d 220, 220-21 (1st Dep’t 2002).

Furthermore, while the alleged capital calls may be indirect evidence of Absolute’s financial distress, the Petition fails to sufficiently allege Absolute is in any danger of insolvency or financial collapse. See, e.g., Petition ¶ 70 (alleging Absolute’s operation continues, albeit to the detriment of Plaintiff-Petitioner). Thus, each of the harms alleged in the Petition may properly be addressed at the conclusion of instant dissolution proceeding, and the appointment of a temporary receiver is not warranted. See In re Harrison Realty Corp., 295 A.D.2d at 220-22. Count Two is therefore dismissed with prejudice.

C. Whether Counts Three through Ten Were Properly Brought as Direct Rather than Derivative Claims
In Counts Three through Ten, Plaintiff-Petitioner alleges a series of common law claims arising from the same set of facts as his claim for statutory dissolution. Each of these Counts, alleging various harms committed by Locantro, Romanoff, EDM and related entity “Bravo Sales Group,” is asserted on behalf of Plaintiff-Petitioner as an individual.

A corporate shareholder has no individual cause of action for a wrong against the corporation, even if the shareholder loses the value of his investment or incurs personal liability as a result of the wrong. Abrams v. Donati, 66 N.Y.2d 951, 953 (1985). Significantly, “the fact that a corporation is closely held and the defendant fiduciaries own a large share does not provide a basis for departure from the [general rule] that the claim be brought derivatively.” Fisher v. Big Squeeze (N.Y.), Inc., 349 F.Supp.2d 483, 488 (E.D.N.Y. 2004) (citing Wolf v. Rand, 258 A.D.2d 401, 403 (1st Dep’t 1999)).

The Court of Appeals has recognized three exceptions to this rule: a shareholder may sue in his individual capacity for a wrong against the corporation where (1) the plaintiff sustained a loss disproportionate to that sustained by the corporation; (2) the defendants breached a duty to the plaintiff independent of any duty owed to the corporation; or (3) the plaintiff will be unable to enforce his contractual rights against the corporation in the event that the corporation is made whole through a derivative action. Abrams, 66 N.Y.2d at 954.

A corporate shareholder may bring a direct (as opposed to derivative) action for harm suffered to the shareholder individually where “he or she can prevail without showing an injury to the corporation.” Yudell v. Gilbert, 99 A.D.3d 108, 114 (1st Dep’t 2012). However, “even if some of plaintiffs’ claims were direct, a complaint the allegations of which confuse a shareholder’s derivative and individual rights will . . . be dismissed.” Id. at 115 (internal quotation marks omitted) (citing Abrams v Donati, 66 N.Y.2d 951, 953 (1985)). And furthermore, because the direct or derivative nature of a claim is a matter of standing, a claim is subject to sua sponte dismissal where it is improperly brought as a direct action against corporate managers. See Stark v. Goldberg, 297 A.D.2d 203, 204 (1st Dep’t 2002) (“standing goes to the jurisdictional basis of a court’s authority to adjudicate a dispute”).

Below, the Court will address whether Counts three through ten were appropriately pled on behalf of Plaintiff-Petitioner as an individual.6

1. Counts Three (accounting) and Four (breach of fiduciary duty)
Counts Three and Four allege harm against Absolute itself. For example, Count Three alleges that “monies earned by EDM7 should properly have been paid to Absolute” because “Respondents formed EDM to engage in secret competition with Absolute.” Petition ¶ 89. Count Four similarly alleges that Defendant-Respondents diverted Absolute’s assets and engaged in secret competition between Absolute and EDM. Petition ¶ 95. Thus, while Plaintiff-Petitioner may have been harmed by Defendant-Respondents’ actions, it is clear that this harm was suffered “derivatively” through Plaintiff-Petitioner’s stake in Absolute.

Plaintiff-Petitioner’s argument that “there are only three shareholders of the Company and, with the exception of Petitioner, all other shareholders engaged in the misconduct complained of” does not save these claims from dismissal. Pl. Opp. Br. at 24. As noted above, the fact that Defendant-Respondents control a majority of Absolute does not change the fact that the claims for harm against Absolute belong to the corporation. See Wolf v. Rand, 258 A.D.2d 401, 403 (1st Dep’t 1999) (“Even where the corporation is closely held, and the defendants might share in the award, the claims belong to the corporation”).

Accordingly, the Court concludes the Petition’s claims for an accounting and breach of fiduciary duty were improperly pled on behalf of Plaintiff-Petitioner as an individual. See id. Counts Three and Four are therefore dismissed without prejudice.

2. Count Five (Breach of Contract)
Count Five premises its breach of contract allegations on two independent bases. First, Plaintiff-Petitioner alleges that Defendant-Respondents breached certain provisions of the Operating Agreement, including the “non-disclosure provision,” and the “non-compete provision.” Pl. Opp. Br. at 29. Plaintiff-Petitioner argues that Defendant-Respondent Romanoff similarly breached the Operating Agreement by “failing to provide short term working capital loans,” by competing against Absolute through doing work for EDM, and failing to reimburse members’ monthly expenses. Id.

Second, the Petition alleges that, after the Operating Agreement was signed, Defendant-Respondent Locantro entered into an oral agreement to purchase a portion of Plaintiff-Petitioner’s interest in the company for $250,000. Petition ¶¶ 31, 41. Specifically, the Petition alleges that in September 2012, Locantro “agreed to purchase a significant portion of Petitioner’s interest in the Company for $250,000.” Id. ¶ 31. The Petition further alleges that in November 2013, Locantro again promised Plaintiff-Petitioner he would pay $250,000 for a portion of his ownership interest, and “the Company would begin paying back all monies owed.” Id. ¶ 41.

Upon review, the Court determines these allegations combine both direct and derivative claims against Defendant-Respondents Locantro and Romanoff. For example, allegations that Defendant-Respondents breached the non-compete provision of the Operating Agreement by operating EDM in competition with Absolute are directed to harms suffered by the corporation. However, allegations that Locantro breached a separate agreement by failing to pay Plaintiff-Petitioner $250,000 for his interest in Absolute plead a wrong to Plaintiff-Petitioner himself. As such, the Court concludes that Count Five impermissibly confuses Plaintiff-Petitioner’s individual and derivative rights. Yudell v. Gilbert, 99 A.D.3d 108, 114 (1st Dep’t 2012). Count Five is therefore dismissed without prejudice.

3. Counts Six through Ten (Breach of the Duty of Good Faith and Fair Dealing, Conversion, Unjust Enrichment, Tortious Interference with Contract, and Promissory Estoppel)
Counts Six through Ten, alleged on behalf of Plaintiff-Petitioner as an individual, similarly combine and confuse Plaintiff-Petitioner’s individual and derivative rights. For example, Count Six (breach of the duty of good faith and fair dealing) alleges harms caused directly to Plaintiff-Petitioner by, among other things, Defendant-Respondents’ refusal to provide Plaintiff-Petitioner with access to Absolute’s books and records. See Roy v. Vayntrub, 15 Misc.3d 1127(A) at *4 (Sup. Ct. Nassau Cty. 2007) (finding that claim premised on denial of access to corporate books and records was personal to individual shareholders); see also Wallace v. Perret, 28 Misc.3d 1023, 1032 (Sup. Ct. Kings Cty. 2010) (same).

However, Count Six also appears to allege claims which must be pled derivatively on behalf of Absolute, such as Defendant-Respondents’ improper increase of Absolute’s debt load. See In re Harrison Realty Corp., 295 A.D.2d at 220-21 (noting shareholders have no individual cause of action for corporate mismanagement).

Similarly, Counts Seven (conversion) and Eight (unjust enrichment) allege misuse of Corporate assets on behalf of Plaintiff-Petitioner, though such claims belong in the first instance to Absolute itself. Id. Count Nine (tortious interference with contract) alleges harm to Plaintiff-Petitioner resulting from contracts between Absolute and its clients to which Plaintiff-Petitioner was not a party, creating a purely derivative cause of action. See Wolf v. Rand, 258 A.D.2d 401, 403 (1st Dep’t 1999) (holding that claims for wrong to corporation must be brought derivatively, even if individual shareholders may suffer damages as a result). Count Ten (promissory estoppel) improperly combines allegations of direct harm to Plaintiff-Petitioner’s equity stake with allegations of derivative harm resulting from Defendant-Respondents’ looting of Absolute. See Yudell v. Gilbert, 99 A.D.3d 108, 114 (1st Dep’t 2012) (holding that claims which confuse direct and derivative rights must be dismissed). As such, Counts Six through Ten are dismissed without prejudice.

IV. Conclusion8
Based on the foregoing, Defendant-Respondents’ motion to dismiss is the Petition is granted in part and denied in part. Plaintiff-Petitioner’s motion for dissolution is denied without prejudice.

Accordingly, it is

ORDERED that Count One is dismissed without prejudice to the extent it alleges fraudulent or illegal conduct by Defendant-Respondents; Count Two is dismissed with prejudice; and Counts Three through Ten are dismissed without prejudice; and it is further

ORDERED that Plaintiff-Petitioner’s motion for dissolution is denied without prejudice; and it is further

ORDERED that counsel are directed to appear for a preliminary conference in Room 442, 60 Centre Street, on April 24, 2017 at 10:00 A.M.

FootNotes

1. Notably, the Petition alleges the parties signed a similar operating agreement several months earlier on October 1, 2011. Petition ¶ 18. However, all parties are in agreement that the January 1, 2012 Operating Agreement has been the controlling document in this case since its inception. See Romanoff Affidavit ¶ 3; Rutigliano Affidavit ¶ 3; Pl. Reply Br. at 2 n.7 (“Petitioner does not dispute that the 2012 agreement controls”).
2. Because Defendant-Respondents’ standing argument relies entirely on such documentary evidence, the Court will apply 3211(a)(1)’s documentary evidence standard here. Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002).
3. In making this argument, Defendant-Respondents rely entirely on the provisions of the Operating Agreement governing shareholder voting. As such, the Court will apply 3211(a)(1)’s documentary evidence standard here. See Goshen v. Mut. Life Ins. Co. of N.Y., 98 N.Y.2d 314, 326 (2002).
4. Plaintiff-Petitioner also alleges numerous additional “oppressive actions” by Defendant-Respondents, including his termination from employment with Absolute, Defendant-Respondents’ refusal to reimburse loans and other expenses incurred on behalf of Absoute, and cutting off access to company information. See Pl. Opp. Br. at 19. However, as with the Petition’s claims of “oppressive acts” premised on the two capital calls, a determination as to whether these additional actions constitute “oppressive acts” turns on whether such shareholder actions required prior unanimous consent of the shareholders. Because, as discussed above, this determination requires a more developed factual record, consideration of these allegations is premature at this early stage of the proceeding.
5. While the majority of Plaintiff-Petitioner’s claim for dissolution survives the instant motion to dismiss, the above analysis nonetheless indicates that outstanding issues of fact must be resolved through further proceedings before entitlement to dissolution can be determined. For this reason, the Court denies Motion Sequence 001, through which Plaintiff-Petitioner moves for the ultimate relief sought in Count One of the Petition—namely, the dissolution of Absolute. This dismissal is without prejudice to Plaintiff-Petitioner’s right to continue prosecuting this special proceeding for dissolution to its ultimate conclusion.
6. For clarity, the Court has divided its analysis of Counts Three through Ten into three discreet sections: Counts Three and Four; Count Five; and Counts Six through Ten.
7. As noted above, EDM Electrical Contractors was allegedly formed by Defendant-Respondents Locantro and Romanoff in September 2011 to improperly compete with Absolute. Petition ¶ 26.
8. Defendant-Respondents also argue the Petition’s dissolution and non-dissolution claims should be severed. (Def. Mov. Br. at 7-9). The Court need not address this argument, as all non-dissolution claims have been dismissed (albeit without prejudice). However, should the Court have reached this argument, the Court would likely have rejected it and determined that the Petition’s dissolution and non-dissolutions claims are interrelated enough to warrant such joint pleading. See Edmonds v. Amnews Corp., 224 A.D.2d 358, 358 (1st Dep’t 1996) (concluding that dissolution and non-dissolution claims were properly pled together where such claims were “inextricably intertwined”).

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Bill on Fri Apr 20 2018 commented:
Bob you stoop real low even low for you to put this up and making it seem like Russ sent it. You are the thief as proven in court. Russ and I are still very much friends. Sorry you couldn’t break up that !
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Finkel v. Absolute Electrical Contracting, Inc. et al
New York Eastern District Court
Judge: Sterling Johnson, Jr
Referred: Robert M Levy
Case #: 1:12-cv-00762
Nature of Suit 791 Labor – Employee Retirement Income Security Act
Case Filed: Feb 16, 2012
Terminated: Mar 13, 2012
Docket
Parties (4)
Last checked: Saturday Dec 17, 2016 7:11 AM EST
Defendant
Absolute Electrical Contracting Of NY, Inc.
Defendant
Absolute Electrical Contracting, Inc.
Defendant
William Locantro
Plaintiff
Dr. Gerald Finkel
Represented By
Zachary N. Leeds
Cohen, Weiss And Simon LLP
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