denying motion to disqualify corporate counsel in dispute over board membership where counsel had no prior connection with corporation or its directors
How later courts described this case
- denying motion to disqualify corporate counsel in dispute over board membership where counsel had no prior connection with corporation or its directors
- “In construing the provisions of a contract, ascertainment of the intention of the parties is paramount and due consideration must given to the purpose of the parties in entering into the contract.” (citations omitted)
- corporation is “a passive litigant in an action involving the rights of competing stockholder factions to select a corporate director"
- reference to extrinsic evidence not permitted even to determine whether ambiguity exists in contract
Written by the judges who cited it.
The opinion
Damiani, J. P., and Mangano, J.
concur with Titone, J.; Lazer, J., concurs in the result, with an opinion; Gibbons, J., concurs in part, and dissents in part, with an opinion.
Three orders of the Supreme Court, Nassau County, dated July 14, 1981, September 28, 1981 and October 2, 1981, respectively, affirmed insofar as appealed from, without costs or disbursements.