Co-ops—Claim that Board Discriminated Against a Single Male Purchaser Based on Marital Status May Proceed—Managing Agent Owes Fiduciary Duty to Co-Op Corporation, Not to Individual Shareholders, Except Where Managing Agent Aided and Abetted a Breach of Fiduciary Duty—Board Members Owe a Fiduciary Duty to Shareholders and May Be Personally Liable if Their Decision Making Is Tainted by Discriminatory Considerations—Defendant’s Intent May Be Inferred From Circumstantial Evidence—Fiduciary Duty Claims Based on Rejection of a Purchaser for Inadequate Income Dismissed—Business Judgment Rule
The plaintiff included the administrators for the estates of the deceased owners of a cooperative apartment (apartment). The plaintiff commenced an action against a cooperative corporation (co-op) and members of its board of directors (board), alleging that the board had wrongfully rejected a potential purchaser of the apartment, based on the board’s unlawful discrimination against “a single male purchaser because of his marital status” (first purchaser). NYS Human Rights Law §296(5)(a) provides that “it is unlawful to discriminate with respect to the sale of a co-op on the basis of marital status.” The plaintiff further alleged, inter alia, that the board had “rejected a female purchaser to cover for their unlawful rejection of the first purchaser” (second purchaser).
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