Martin v. Peyton
Brief

CitationMartin v. Peyton, 246 N.Y. 213, 158 N.E. 77, 1927 N.Y. LEXIS 863 (N.Y. 1927) Brief Fact Summary. Respondents, William Peyton et al., entered an agreement with a broker, John Hall, to loan Hall collateral to keep his business afloat. Appellant, Charles Martin, interpreted the agreement as forming a partnership. Synopsis of Rule of Law. An agreement that offers a degree of control by a first party to protect first party’s assets should not be considered a partnership if factors as a whole indicate that the other party still maintains day-to-day control of the business. ...

Adams v. Jarvis
Brief

CitationAdams v. Jarvis, 23 Wis. 2d 453, 127 N.W.2d 400, 1964 Wisc. LEXIS 420 (Wis. 1964) Brief Fact Summary. Dr. Adams, a partner in a three person medical partnership withdraws from the partnership and seeks to dissolve the partnership to obtain his one-third interest in the partnership. Synopsis of Rule of Law. The withdrawal of one partner from a partnership does not dissolve the rights and duties of the remaining partners in the partnership if the partnership agreement contemplates otherwise. Absent evidence of unequal bargaining power, the withdrawing partner is entitled to his inte ...

Collins v. Lewis
Brief

CitationCollins v. Lewis, 314 S.W.3d 316, 2010 Ky. App. LEXIS 100 (Ky. Ct. App. June 4, 2010) Brief Fact Summary. Appellant, Carr P. Collins, petitioned for a dissolution of his partnership with Appellee, John L. Lewis, because the start-up costs were excessive and the business had failed to turn a profit. Synopsis of Rule of Law. A partner does not have the right to dissolve a partnership when his conduct is the only conduct that is adversely affecting the business. ...

Richert v. Handly
Brief

CitationRichert v. Handly, 53 Wn.2d 121, 330 P.2d 1079, 1958 Wash. LEXIS 285 (Wash. 1958) Brief Fact Summary. Richert, (Plaintiff), and C.C. Handly, (Defendant), entered into an oral agreement to purchase and log a stand of timber. The venture suffered a loss and Plaintiff sued to recover his capital contribution. Plaintiff appeals judgment in favor of Defendant. Synopsis of Rule of Law. Whether an undertaking is a joint venture or partnership is immaterial to the determination of each party’s rights and duties under the contract. ...

National Biscuit Co. v. Stroud
Brief

CitationNational Biscuit Co. v. Stroud, 249 N.C. 467, 106 S.E.2d 692, 1959 N.C. LEXIS 368 (N.C. 1959) Brief Fact Summary. Defendant partner, C.N. Stroud, refused to pay Plaintiff, National Biscuit Co., for bread deliveries that the second Defendant-partner, Earl Freeman, authorized while Stroud specifically attempted to disclaim responsibility. Synopsis of Rule of Law. Each partner has an equal right to the management of the business and any business performed under the scope of the partnership can only be contravened by a majority of the partners. ...

Katz v. Oak Industries, Inc
Brief

CitationKatz v. Oak Industries, Inc., 508 A.2d 873, 1986 Del. Ch. LEXIS 379 (Del. Ch. Mar. 10, 1986) Brief Fact Summary. Plaintiff, Moise Katz, brought this action on his own behalf and other securities holders similarly situated, to prevent Defendant, Oak Industries, from completing an exchange offer wherein Defendant offered securities holders cash or stock for the debt securities. Synopsis of Rule of Law. The directors of a company owe a fiduciary duty to shareholders and a contractual duty to debt holders, and therefore it is acceptable for them to negotiate a non-breaching offer that pu ...

Sharon Steel Corp. v. Chase Manhattan Bank, N.A
Brief

CitationSharon Steel Corp. v. Chase Manhattan Bank, N.A., 691 F.2d 1039, 1982 U.S. App. LEXIS 25223 (2d Cir. N.Y. Sept. 28, 1982) Brief Fact Summary. Appellants, Sharon Steel Corp. and UV Industries, Inc., appealed a summary judgment that prevents UV Industries (“UV”) from liquidating and assigning its debt to Sharon Steel. Synopsis of Rule of Law. Boilerplate successor obligor clauses, like other boilerplate contractual clauses, should be interpreted in a manner that balances the rights of all interested parties. In particular, an assignment of debt in a successor obligor claus ...

Cheff v. Mathes
Brief

CitationCheff v. Mathes, 199 A.2d 548, 1964 Del. LEXIS 136, 41 Del. Ch. 494 (Del. Mar. 17, 1964) Brief Fact Summary. Plaintiffs, Anne Mathis et al., brought a derivative suit against Defendant directors, P.T. Cheff et al., to recover losses that the company, Holland Furnace Company, sustained when the directors purchased a block of Holland shares at a premium price from a third party. Synopsis of Rule of Law. Directors have the burden of proof that a buyback of shares by a corporation in an attempt to remove a threat to the current corporate model is in the corporation’s interests. ...

Rabkin v. Philip A. Hunt Chemical Corp
Brief

CitationRabkin v. Philip A. Hunt Chem. Corp., 498 A.2d 1099, 1985 Del. LEXIS 573 (Del. Sept. 23, 1985) Brief Fact Summary. Plaintiffs Frieda Rabkin et al., as minority shareholders of Hunt Chemical Corp., wanted to enjoin the cash-out merger between Hunt and majority shareholder Olin Corp. after Olin purposely avoided a one-year commitment to pay $25 per share to the minority shareholders. Synopsis of Rule of Law. A party alleging unfair dealing should be allowed an alternative remedy to appraisal if the circumstances would require such a result. ...

Essex Universal Corp. v. Yates
Brief

Citation305 F.2d 572 (2d Cir. 1962) Brief Fact Summary. Plaintiff, Essex Universal Corp., brought this action to recoup damages stemming from a contract breach by Defendant, Herbert Yates. The contract provided for Defendant to sell Plaintiff shares of Republic Pictures Corp. and allow Plaintiff to replace members of the board upon purchase. Synopsis of Rule of Law. An agreement to sell the control of management along with the sale of a substantial percentage of shares is not against public policy. ...

Farris v. Glen Alden Corp
Brief

CitationFarris v. Glen Alden Corp., 393 Pa. 427, 143 A.2d 25, 1958 Pa. LEXIS 369 (Pa. 1958) Brief Fact Summary. Plaintiff, Stephen Farris, brought this action to prevent Defendant, Glen Alden Corporation, from executing a reorganization agreement that operates as a de facto merger with another company. Synopsis of Rule of Law. A reorganization by a corporation to acquire the assets of another organization operates as a de facto merger if the nature of the corporation is significantly changed and the shareholder’s interest is significantly altered. ...

Alaska Plastics, Inc. v. Coppock
Brief

CitationAlaska Plastics v. Coppock, 621 P.2d 270, 1980 Alas. LEXIS 656 (Alaska 1980) Brief Fact Summary. Appellee, Patricia Coppock, brought the initial action against Appellants, Alaska Plastics, Inc. et al., after the directors they refused to give her an equitable amount for her shares in the company. Synopsis of Rule of Law. Absent a statutory right of appraisal, a shareholder is not entitled to an equitable remedy wherein the corporation purchases their shares when the shareholder has issues regarding the director’s allocation of company resources. ...

Smith v. Atlantic Properties, Inc
Brief

CitationSmith v. Atlantic Properties, Inc., 12 Mass. App. Ct. 201, 422 N.E.2d 798, 1981 Mass. App. LEXIS 1151 (Mass. App. Ct. July 6, 1981) Brief Fact Summary. Defendants, Atlantic Properties, Inc. and minority shareholder Dr. Louis Wolfson, appealed a trial court ruling that prevented Wolfson from vetoing dividend payments and required him to pay the tax fees assessed against the company. Synopsis of Rule of Law. Minority shareholders owe majority shareholders a fiduciary duty in the same manner that majority owners owe minority shareholders, and therefore the majority can seek judicial int ...

Jordan v. Duff and Phelps, Inc
Brief

CitationJordan v. Duff & Phelps, Inc., 815 F.2d 429, 1987 U.S. App. LEXIS 4036, Fed. Sec. L. Rep. (CCH) P93,196 (7th Cir. Ill. Mar. 17, 1987) Brief Fact Summary. Plaintiff, James Jordan, sought damages or a rescission of the sale of his shares sale to his former employer, Defendant Duff and Phelps, Inc., because Defendant did not disclose to Plaintiff information about a potential buyout. Synopsis of Rule of Law. A closely held corporation has a duty to disclose a potential merger or buyout when attempting to buy shares from an unwary shareholder, even if the deal has yet to reach an agr ...

Wilkes v. Springside Nursing Home, Inc
Brief

CitationWilkes v. Springside Nursing Home, Inc., 370 Mass. 842, 353 N.E.2d 657, 1976 Mass. LEXIS 1041 (Mass. 1976) Brief Fact Summary. Plaintiff, Stanley Wilkes, brought this action to recover lost wages due to his termination by Defendants, Springside Nursing Home, Inc. et al., which violated either the partnership agreement between the parties or the fiduciary duty that Defendants owed to Plaintiff. Synopsis of Rule of Law. Shareholders in a close corporation owe each other a duty of acting in good faith, and they are in breach of their duty when they terminate another shareholder’s ...

Ingle v. Glamore Motor Sales, Inc
Brief

CitationIngle v. Glamore Motor Sales, Inc., 73 N.Y.2d 183, 535 N.E.2d 1311, 538 N.Y.S.2d 771, 1989 N.Y. LEXIS 258, 4 I.E.R. Cas. (BNA) 200, 117 Lab. Cas. (CCH) P56,458 (N.Y. Feb. 21, 1989) Brief Fact Summary. Plaintiff, Phillip Ingle, sued Defendants, Glamore Motor Sales, Inc. et al., for wrongful termination and a breach of a fiduciary duty owed to Plaintiff through his status as a minority shareholder. Synopsis of Rule of Law. Absent an employment contract, an employee is an at-will employee when his shareholder agreement provides a buyback provision of his shares if they are terminated fo ...

McQuade v. Stoneham
Brief

CitationMcQuade v. Stoneham, 264 N.Y. 460, 191 N.E. 514, 1934 N.Y. LEXIS 1508 (N.Y. 1934) Brief Fact Summary. Plaintiff, Francis McQuade, brought this action against Defendants, Charles Stoneham et al., to be reinstated as the treasurer of the National Exhibition Company (NEC). Synopsis of Rule of Law. Shareholders can not form an agreement to control the decisions traditionally vested in the judgment of the directors of a company. ...

Clark v. Dodge
Brief

CitationClark v. Dodge, 269 N.Y. 410, 199 N.E. 641, 1936 N.Y. LEXIS 1402 (N.Y. 1936) Brief Fact Summary. Plaintiff, David Clark, and Defendant, John Dodge, are the lone shareholders of Defendant corporations. Plaintiff brought this action to be reinstated as a director of one of the Defendant companies pursuant to an agreement between the parties. Synopsis of Rule of Law. An agreement between shareholders, wherein the shareholders entering the agreement are the only shareholders of the company, is valid even if the agreement contemplates controlling management decisions. ...

State ex rel. Pillsbury v. Honeywell, Inc
Brief

CitationState ex rel. Pillsbury v. Honeywell, Inc., 291 Minn. 322, 191 N.W.2d 406, 1971 Minn. LEXIS 1035, 50 A.L.R.3d 1046 (Minn. 1971) Brief Fact Summary. Petitioner, Charles Pillsbury, sought to inspect corporate records to identify other shareholders for the purpose of informing them of Respondent’s involvement in the Vietnam War. Synopsis of Rule of Law. A shareholder can only demand corporate investor identification information when the purpose is related to investment concerns traditionally associated with shareholder concerns. ...

Sadler v. NCR Corp
Brief

CitationSadler v. NCR Corp., 928 F.2d 48, 1991 U.S. App. LEXIS 3680 (2d Cir. N.Y. Mar. 7, 1991) Brief Fact Summary. Plaintiffs, William Sadler et al., sought to inspect the records of Defendant corporation, NCR Corporation, for the purpose of identifying shareholders in order to tender an offer. Plaintiffs also sought a non-objection beneficial owners (NOBO) list. Synopsis of Rule of Law. A party can inspect records under section 1315(a) of the New York Business Corporation Law even when through an agent as long as the elements of the statute are met. ...

Austin v. Consolidated Edison Co. of New York, Inc
Brief

CitationAustin v. Consolidated Edison Co., 788 F. Supp. 192, 1992 U.S. Dist. LEXIS 3679, Fed. Sec. L. Rep. (CCH) P96,587, 15 Employee Benefits Cas. (BNA) 1261 (S.D.N.Y. Mar. 26, 1992) Brief Fact Summary. Plaintiffs, Stewart Austin et al., sought an injunction against Defendant, Consolidated Edison Company of New York, to insert a proposal in an upcoming proxy statement that would allow for retirement from Defendant after 30 years of service. Synopsis of Rule of Law. Pension issues are typically considered to be exempt from Rule 14(a)-8(a) proposal submission requirements as they are consider ...

Rosenfeld v. Fairchild Engine & Airplane Corporation
Brief

CitationRosenfeld v. Fairchild Engine & Airplane Corp., 201 Misc. 616, 112 N.Y.S.2d 55, 1952 N.Y. Misc. LEXIS 2602 (N.Y. Sup. Ct. 1952) Brief Fact Summary. Plaintiff, William Rosenfeld, filed a shareholder’s derivative action against Defendant corporation, Fairchild Engine & Airplane Corp. and its directors, after Defendants spent Fairchild’s funds on proxy solicitation. Synopsis of Rule of Law. A corporation’s directors may spend the corporation’s money for proxy solicitation in a bona fide policy contest provided that the amount is reasonable. ...

Kern County Land Co. v. Occidental Petroleum Corp
Brief

Citation411 U.S. 582, 93 S. Ct. 1736, 36 L. Ed. 2d 503 (1973) Brief Fact Summary. Respondent, Occidental Petroleum Corp., purchased over ten percent of a company in an attempt to acquire the company. After failing to acquire it, Respondent made a deal with the newly acquired company, Petitioner Kern County Land Co., to sell back the shares after six months. Synopsis of Rule of Law. A purchase and sale of shares will not be considered a “sale” under Section: 16(b) of the Securities Exchange Act if there was no indication that there was an abuse of insider information. ...

Waltuch v. Conticommodity Services, Inc
Brief

Citation88 F.3d 87 (2d Cir. 1996) Brief Fact Summary. Plaintiff, Norman Waltuch, sought indemnification for unreimbursed legal expenses from his former employer, Defendant Contcommodity Services, Inc., after he defended himself from investors and the Commodities Futures Trading Commission (CFTC) for work performed while working for Defendant. Synopsis of Rule of Law. A corporation can not agree to indemnify an officer in a manner that is inconsistent with the state statute, but the officer is entitled to indemnification if the charges against him have been dismissed. ...

Citadel Holding Corp. v. Roven
Brief

Citation603 A.2d 818 (Del. 1992) Brief Fact Summary. Plaintiff, Alfred Roven, sought advancement of money from Defendant, Citadel Holding Corp., to cover legal expenses as outlined in his indemnification agreement with Defendant. Synopsis of Rule of Law. An agreement between a corporation and its officer to advance an officer money to cover legal expenses that arise from his position with the company is independent of whether the company is required to indemnify the officer and is consistent with other statutory provisions. ...