S. William Green Et Al. v. Santa Fe Industries

[70 N.Y.2d 244 Page 249] Opinion OF THE COURT Plaintiffs,1 formerly minority stockholders of Kirby Lumber Corp., have brought this action for
damages against Santa Fe Industries and two of its subsidiaries -- Santa Fe Resources and Kirby Lumber Corporation2 --
arising out of a Delaware short-form, freeze-out merger (Delaware Corporation Law § 253) by which Kirby became a wholly owned
subsidiary of Santa Fe Industries. Plaintiffs' appeal -- from a dismissal of their complaint on a motion for summary judgment
-- presents the following questions: (1) whether the action is barred by the operation of res judicata or collateral estoppel
because a similar action in Federal court resulted in dismissal on the merits (Green v Santa Fe Indus., 576 F Supp 269 (Duffy,
J.), affd 742 F2d 1434, cert denied 469 U.S. 917); (2) assuming that the action is not so barred, whether the actions of defendants
as shown in the complaint and supporting papers could constitute [70 N.Y.2d 244 Page 250]