Vigne v. Feinbloom

Order unanimously affirmed without costs. Memorandum: Supreme Court properly denied defendants motion to dismiss the complaint. We reject defendants contention that Business Corporation Law §630 (a) does not apply. On a motion to dismiss, the allegations in the complaint must be deemed true, and plaintiffs must be afforded all favorable inferences that may be drawn from the complaint (see, Underpinning & Foundation Constructors v Chase Manhattan Bank, 46 NY2d 459, 462). In December 1989 Health Information Technologies, Inc. filed a certificate of incorporation in New York State, and in May 1994 it merged with its Delaware counterpart and became a Delaware corporation. Plaintiffs claim for compensation for labor and services begins in December 1993 and continues through May 2, 1994, the date of the merger. The complaint therefore states a cause of action pursuant to Business Corporation Law § 630 (a); plaintiffs seek compensation for labor and services performed before the merger, and the merger did not extinguish defendants alleged liability for that compensation.