Bleakley Platt Secures Significant Appellate Victory in Closely Held Business Dispute
Bleakley Platt & Schmidt attorney Stephen J. Brown secured a significant victory for the appellants in Nolletti v Nolletti, 249 A.D.3d 901, 2026 N.Y. Slip Op. 02994 (2d Dep’t 2026), Appellate Division Docket No. 2024-08816, arising from Supreme Court, Westchester County, Index No. 69867/23.
The dispute involved estate administration, shareholder rights, and the governance of Alno Gedney Farms, Inc., a closely held agricultural nursery business located in White Plains, New York. The family business had been left to the owner’s five children in equal shares upon his passing in 2020. The plaintiffs, who have been running the business day-to-day, sought a preliminary injunction to prevent our clients from exercising their rights as equal shareholders, including holding a shareholder meeting to address these issues.
The plaintiff’s argument relied principally on a separate estate dispute involving the owner’s surviving spouse, who was not a shareholder and who had signed a prenuptial agreement prior to marriage but had asserted her own right to shares in a separate court case. The managing owners argued that the other shareholders should be prevented from acting because the surviving spouse might eventually obtain an interest in the company and might then support their position concerning management.
The Appellate Division, Second Department rejected that argument. The Court reversed the Supreme Court’s order, denied the plaintiffs’ motion for a preliminary injunction, and granted the appellants’ motion to dismiss the complaint. The Court concluded that the plaintiffs’ theory supporting injunctive relief was speculative and that they lacked standing because their claims depended upon another party’s potential interest in the company rather than their own shareholder interests.
The decision represents an important result for the firm’s clients and removed judicial restraints affecting the governance and operation of the family-owned business. Our clients could proceed with shareholder meetings, participate in corporate governance, establish meaningful financial and operational oversight, and retain independent professionals to understand and protect the business.
For more information, contact Stephen J. Brown at (914) 287-6191 or sbrown@bpslaw.com.