Salesky v. Hat Corp. Of America

20 A.D.2d 114, 244 N.Y.S.2d 965 (1963)

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Nature of the Case

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Facts

Salesky entered into an agreement with a corporation for the purpose of employment and for a retirement allowance and a survivor benefit to his widow after his death. The agreement was approved by the board of directors and by majority vote of the stockholders. Approximately two years later a resolution was adopted authorizing an amendment to that agreement to replace Salesky's wife with his sister as the survivor beneficiary of the agreement. The agreement was amended without a vote of the stockholders or any kind of notice. Salesky died and both his wife and sister made claims upon the corporation for the $10,000 per year for six years or until her death that was due under the agreement. The Widow (P) contends that the subsequent amendment was null and void. Hat Corp. (D) contends that the amendment was effective.