DECISION & ORDER
In a proceeding, inter alia, pursuant to Business Corporation Law §§ 1104(a) and 1104–a for judicial dissolution of a closely held corporation, where there has been an election to purchase the shares owned by the petitioner pursuant to Business Corporation Law § 1118, the petitioner appeals from a judgment of the Supreme Court, Nassau County (Stephen A. Bucaria, J.), entered April 27, 2018. The judgment, insofar as appealed from, adjudged that the fair value of the petitioners shares of stock in Nissan Lift of New York, Inc., doing business as Infiniti Handling Systems, is zero.
ORDERED that the judgment is affirmed insofar as appealed from, with costs.
The petitioner is a 50% shareholder in the respondent Nissan Lift of New York, Inc., doing business as Infiniti Handling Systems (hereinafter the corporation), a closely held corporation which, among other things, sells, services, and rents forklifts. Following a dispute, the petitioner commenced this proceeding, inter alia, pursuant to Business Corporation Law §§ 1104(a) and 1104–a for judicial dissolution of the corporation. After the corporation elected to purchase the petitioners shares of stock (see Business Corporation Law § 1118[a]), a valuation hearing was held to determine the fair value of the petitioners stock. After a hearing, the Supreme Court found that the petitioners shares had zero value. A judgment was entered on April 27, 2018. The petitioner appeals.
“The determination of a factfinder as to the value of a business, if it is within the range of the testimony presented, will not be disturbed on appeal where the valuation rests primarily on the credibility of the expert witnesses and their valuation techniques” (Matter of DeAngelis v. AVC Servs., Inc., 57 A.D.3d 989, 991, 871 N.Y.S.2d 290; see Matter of Wright v. Irish, 156 A.D.3d 803, 65 N.Y.S.3d 737).
Here, the Supreme Courts determination that the fair value of the petitioners shares in the corporation was zero is supported by the evidence (see Matter of Wright v. Irish, 156 A.D.3d at 803, 65 N.Y.S.3d 737; Matter of Adelstein v. Finest Food Distrib. Co., N.Y., Inc., 116 A.D.3d 850, 851, 983 N.Y.S.2d 430; Matter of USA Nutritionals, Inc., 306 A.D.2d 490, 491, 761 N.Y.S.2d 524). The corporations expert testified that the petitioners stock shares had no value due to his having sold inventory out of trust, and the resulting impact upon the corporations assets of the petitioner having done so. Further, the corporations expert testified that he factored into his valuation that at least two creditors had commenced separate actions against the corporation seeking judgments in excess of more than $3 million. Although the petitioners expert prepared a report in which she opined that the value of the corporation exceeded $6 million, when cross-examined, her testimony revealed that the valuation set forth in her report was flawed since it neither accounted for the actions commenced against the corporation nor for the inventory that had been sold out of trust by the petitioner.
The petitioners remaining contentions are without merit.
DILLON, J.P., AUSTIN, BARROS and WOOTEN, JJ., concur.