Justice Arthur Engoron
Tenant Terry purchased his apartment when the building he was residing in converted to cooperative ownership. He was later elected to the Board of Directors, a position only reserved for shareholders. There was no dispute Terry held himself out as a shareholder and other board members treated him as such for nearly 20 years. The co-op began questioning if Terry was actually a shareholder, and he sued seeking to compel the co-op to issue him a shareholder certificate and proprietary lease. The court found the evidence was overwhelming that Terry purchased his shares, including testimony from the current board president who testified she did not "know" if Terry was a shareholder or not, but subsequently admitted that he was. Defendant’s counsel pointed out minor inconsistencies in testimony, but the court found them de minimis and/or non-substantive. It ruled defendant waived any technical objection to Terry’s ownership, thus was estopped from arguing he was not a shareholder. The court also noted the doctrine of laches barred defendant from questioning Terry’s ownership status nearly 30 years later. Hence, it declared Terry the rightful holder of shares entitling him to the proprietary lease.
