The opinion
Molina v High Class Limousine & Car Serv. Corp.
2026 NY Slip Op 30870(U)
March 5, 2026
Supreme Court, New York County
Docket Number: Index No. 653496/2021
Judge: Arlene P. Bluth
Cases posted with a "30000" identifier, i.e., 2013 NY Slip
Op 30001(U), are republished from various New York
State and local government sources, including the New
York State Unified Court System's eCourts Service.
This opinion is uncorrected and not selected for official
publication.
file:///LRB-ALB-FS1/Vol1/ecourts/Process/covers/NYSUP.6534962021.NEW_YORK.001.LBLX038_TO.html[03/17/2026 3:45:50 PM]
FILED: NEW YORK COUNTY CLERK 03/05/2026 11:59 AM INDEX NO. 653496/2021
NYSCEF DOC. NO. 66 RECEIVED NYSCEF: 03/05/2026
SUPREME COURT OF THE STATE OF NEW YORK
NEW YORK COUNTY
PRESENT: HON. ARLENE P. BLUTH PART 14
Justice
---------------------------------------------------------------------------------X INDEX NO. 653496/2021
MARINO MOLINA,
MOTION DATE 03/02/2026
Plaintiff,
MOTION SEQ. NO. 002
-v-
HIGH CLASS LIMOUSINE AND CAR SERVICE
CORPORATION, HIGH CLASS BRONX LIMOUSINE AND
DECISION + ORDER ON
CAR SERVICE CORPORATION, WORLD PREMIER
REALTY, INC.,HIGH CLASS CITY SERVICES, INC. MOTION
Defendant.
---------------------------------------------------------------------------------X
The following e-filed documents, listed by NYSCEF document number (Motion 002) 38, 39, 40, 41, 42,
43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65
were read on this motion to/for DISMISSAL .
Defendants’ motion for summary judgment against plaintiff is granted for the reasons
described below.
Background
Plaintiff brings this case to inter alia recover dividends he claims he did not receive while
a shareholder of defendants, entities that are mostly in the livery car industry. He contends that
he was a founding member of each of the defendants and received one share of stock for each
company in 1995. Plaintiff acknowledges that he sold these shares for $13,000 in 1999 but that
he then purchased the shares in the corporations from another individual, Denny Tolentino, in
2003 for $22,000. He claims that the Board of Directors approved the purchase and that he has
been the rightful owner of one share in defendant since January 2004.
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Plaintiff argues that he received distributions from 2004 through 2007 and that he even
served as the Vice President of defendant High Class Bronx Limousine & Car Service Corp. for
4-6 months in 2004 until he was terminated by the president, Antonio Cabrera. He acknowledges
that in 2008 he got into a physical altercation with Mr. Cabrera, which eventually led to his
conviction (after pleading guilty to assault) and a 9-month jail sentence. Plaintiff contends that
he remains a shareholder and in that in 2018, Mr. Cabrera (as the president of the defendants)
offered him $40,000 for his shares. He insists that he made a counteroffer for $80,000.
Plaintiff insists that he could not contact any of the corporate officers until the instant
action began because of the order of protection that remained from his criminal conviction and
that this case should be resolved via settlement. He observes that he discovered through this
action that Mr. Cabrera filed taxes in 2025 indicating that he was the sole shareholder of the
corporations.
Defendants move for summary judgment dismissing this case. They contend that plaintiff
admitted that he never received stock certificates in his own name for any of the shares he claims
to have purchased from Tolentino and that he never asked the corporations to issue new
certificates in his name. Defendants claim that plaintiff sold his shares 25 years ago and that
although plaintiff briefly served as vice-president for one of the corporations, he did not need to
be a shareholder to do so.
Defendants argue that Mr. Tolentino forfeited his shares over 20 years and point to a
2003 document indicating as such. They dispute plaintiff’s assertion that he received
distributions from 2004 through 2007.
They contend that plaintiff’s cause of action for breach of fiduciary duty should be
dismissed because plaintiff has only named corporate entities as defendants, which do not owe
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fiduciary duties to alleged shareholders. Defendants insist that plaintiff’s claim for shareholder
oppression must also be dismissed because it has to be alleged against individuals.
In opposition, plaintiff insists that he is a shareholder and that both the president and the
treasurer at the time assured him he would get certificates of stock in his name at some later
time, although that never happened. Plaintiff observed that Mr. Tolentino passed away and take
issue with defendants’ claim that Mr. Tolentino forfeited his shares back to the corporation in
2003 prior to plaintiff’s purported purchase.
Fiduciary Duty Claim
The Court severs and dismisses this claim because plaintiff may not pursue it only against
corporate entities. “The remaining allegations of breach of fiduciary duty made against the
corporation must be dismissed because the corporation does not owe a fiduciary duty to its
shareholders” (Dau v 16 Sutton Place Apt. Corp., 205 AD3d 533, 535, 169 NYS3d 268 [1st Dept
2022]). Plaintiff appears to admit this and simply argues that “The only reason he could not
name each individual director is because that information was never disclosed by Defendants”
(NYSCEF Doc. No. 61 at 13).
This is not a basis save this cause of action. Plaintiff had more than enough time to seek
these names in discovery or in a petition for pre-action disclosure. He did not adequately explain
how he could recover against the corporate entities themselves for purported breach of fiduciary
duties by specific individual board members of these corporations.
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Remaining Claims
The Court dismisses the remaining claims on the basis of the statute of limitations.
Plaintiff’s affidavit in opposition to this motion makes clear that regardless of which applicable
statute of limitations applies (even under a 6-year period), plaintiff’s causes of action all accrued,
at the latest, in 2008. Plaintiff says in his affidavit that he received “annual distributions from
2004 through 2007” and that “Upon information and belief, there have been annual distributions
without disruption in the amount of approximately $10,000.00 to $20,000.00 dollars” (NYSCEF
Doc. No. 54, ¶ 9-10). That means that his claims of being excluded from these corporations as a
shareholder accrued well years and years ago—they accrued when plaintiff contends he was
excluded from the corporations after the fight with Mr. Cabrera in 2008.
Plaintiff clearly knew that he was not receiving dividends (for their part, defendants deny
that plaintiff ever received them) and this action was not commenced until 2021. Although
plaintiff contends that he was directed not to have any contact with Mr. Cabrera or the
corporations due to an order of protection, that did not prevent plaintiff from hiring a lawyer and
seeking to enforce his rights with respect to his purported status as a shareholder. And, of course,
he did not attach a copy of this order of protection to this motion. In any event, it is undisputed
that plaintiff waited nearly two decades to pursue this case without a sufficient explanation for
why he did not seek to validate his rights sooner.
Another basis to grant the instant motion is that this Court must enforce the bylaws of the
corporations. The relevant bylaw provision states that:
“Every share certificate must be approved by the Board of Directors and be signed
by the president and by the secretary of the fiscal year in which the certificate is
issued. It must bear the corporation’s dry seal and be consecutively numbered and
bear the name of the person owning the share, and such person must provide their
address so that it is registered in the corporation’s books with the number and date
of issuance” (NYSCEF Doc. No. 48, ¶ 27[b]).
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Plaintiff readily admits that he did not get the shares issued in his own name and that they
remained in Mr. Tolentino’s name. Under the bylaws, that prevents plaintiff from bringing a case
on the basis that he is a rightful shareholder. His opposition makes clear that “As was customary
and because of their close relationship, Plaintiff did not insist that the transfer be made on the
corporate books immediately and that he be issued the shares in his name” (NYSCEF Doc. No.
61 at 10).
To be sure, plaintiff attaches affidavits from former officers in the various corporations
(NYSCEF Doc. No. 57) who contend that the sale between Mr. Tolentino went through but that
they simply failed to issue the new certificates. That, of course, is the reason to have such a
provision in the bylaws; so that 20 years later, individuals (one of whom has apparently passed
away) are not fighting about oral agreements to sell shares in closely held corporations and
debating about whether certain documents are forgeries. The fact is that plaintiff did not get the
stock certificates issued in his own name nor did he make a formal demand for these certificates
as required under the bylaws and so this Court is compelled to dismiss this case.
Accordingly, it is hereby
ORDERED that defendants’ motion for summary judgment is granted and the Clerk is
directed to enter judgment in favor of defendants and against plaintiff without costs or
disbursements upon presentation of proper papers therefor.
3/5/2026 $SIG$
DATE ARLENE P. BLUTH, J.S.C.
CHECK ONE: X CASE DISPOSED NON-FINAL DISPOSITION
□
X GRANTED DENIED GRANTED IN PART OTHER
APPLICATION: SETTLE ORDER SUBMIT ORDER
□
CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT REFERENCE
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