Rensing v. Renco Electronics
Justice Elizabeth Emerson
Shareholder Bruce Rensing alleged the board of directors of Renco Electronics, a closely held corporation, held two meetings without providing him notice and in which he did not participate. He sought declaratory and injunctive relief against defendants, his brothers, Edward and John, the other Renco shareholders. Defendants moved to dismiss, arguing the court lacked personal jurisdiction, or alternatively, that Florida, where Renco was now incorporated, was a more convenient forum. The court noted a buy-sell agreement that was the subject of the action was executed by defendants in New York, ruling the transaction of business requirement of CPLR 302 was satisfied, and stated Bruce's claim arose from defendants' alleged breach of that agreement. Thus, it found it had personal jurisdiction over defendants. Yet, the fact Renco was now incorporated in Florida weighed in favor of dismissal. Also, the court concluded a substantial nexus did not exist between the action and New York, finding the ends of justice and the parties' convenience would best be served by litigation in Florida, granting dismissal.