CitationRapoport v. 55 Perry Co., 50 A.D.2d 54, 376 N.Y.S.2d 147, 1975 N.Y. App. Div. LEXIS 11436 (N.Y. App. Div. 1st Dep’t Dec. 11, 1975) Brief Fact Summary. The Rapoports (P) assigned their partnership and partnership interest with the Parnes (D) to their adult children which they said could be assigned without Parnes’ (D) consent according to the partnership agreement. The Parnes (D) contend that the partnership agreement did not allow the introduction of new partners without the consent of all the existing partners. Synopsis of Rule of Law. The related provision states that ...
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Meehan v. Shaughnessy
CitationMeehan v. Shaughnessy, 404 Mass. 419, 535 N.E.2d 1255, 1989 Mass. LEXIS 87 (Mass. Mar. 28, 1989) Brief Fact Summary. Meehan (P) and Boyle (P) were partners in the law firm Parker Coulter (D), they filed suit against the firm to recover amounts owed to them under their partnership agreement. Parker Coulter (D) filed a counterclaim against Meehan (P) and Boyle (P) accusing them of breaching the partnership agreement and violating fiduciary duties. Synopsis of Rule of Law. The partnership agreement requires fiduciary duty of the utmost good faith and loyalty. ...
Martin v. Peyton
CitationMartin v. Peyton, 246 N.Y. 213, 158 N.E. 77, 1927 N.Y. LEXIS 863 (N.Y. 1927) Brief Fact Summary. A brokerage business borrowed money from Peyton (D) and others (D). Synopsis of Rule of Law. If a transaction bears all of the aspects of a loan, and words are not determinative, a partnership arrangement will not be found. ...
Kessler v. Antinora
CitationKessler v. Antinora, 279 N.J. Super. 471, 653 A.2d 579, 1995 N.J. Super. LEXIS 66 (App.Div. Feb. 14, 1995) Brief Fact Summary. Antinora (D) contributed labor and Kessler (P) contributed capital to a joint venture. Antinora (D) contends he is not liable for partnership losses where the partnership agreement did not address how those losses would be apportioned between them. Synopsis of Rule of Law. Neither partner is liable to the other for loss incurred during a joint venture if no provision in the partnership agreement addresses how losses will be apportioned between them, if one p ...
Enea v. Superior Court
CitationEnea v. Superior Court, 132 Cal. App. 4th 1559, 34 Cal. Rptr. 3d 513, 2005 Cal. App. LEXIS 1546, 2005 Cal. Daily Op. Service 8767, 2005 Daily Journal DAR 11892 (Cal. App. 6th Dist. Sept. 30, 2005) Brief Fact Summary. Enea (P) alleges that the Daniels (D) breached fiduciary duty of loyalty to their partnership, the purpose of which was to hold and rent real estate, by renting partnership property to themselves at less than fair market value, notwithstanding that the partnership agreement did not prohibit such conduct. Synopsis of Rule of Law. Even though such conduct is not expressly ...
Dreifuerst v. Dreifuerst
CitationDreifuerst v. Dreifuerst, 90 Wis. 2d 566, 280 N.W.2d 335, 1979 Wisc. App. LEXIS 2694 (Wis. Ct. App. 1979) Brief Fact Summary. To dissolve a partnership in which Dreifuerst (D) and his family the Dreifuersts (P) were all partners, Dreifuerst (D) contends that under state law, he has the right to force a sale of partnership assets in order to obtain his fair share of the assets in cash upon dissolution Synopsis of Rule of Law. Partnerships at will have no definite term or particular purpose and thusly can be dissolved by the express will of any partner. ...
Collins v. Lewis
CitationCollins v. Lewis, 53 Minn. 78, 54 N.W. 1056, 1893 Minn. LEXIS 272 (Minn. 1893) Brief Fact Summary. Lewis (D) persuaded Collins (P) to enter into a partnership operating a cafeteria, but the venture failed to make money allegedly due to Collin’s (P) lack of cooperation. Synopsis of Rule of Law. If a partner has not fully performed the obligations imposed on him by the partnership agreement, then that partner may not obtain an order to dissolve the partnership. ...
Bohatch v. Butler & Binion
CitationBohatch v. Butler & Binion, 977 S.W.2d 543, 1998 Tex. LEXIS 13, 41 Tex. Sup. J. 308 (Tex. Jan. 22, 1998) Brief Fact Summary. Bohatch (P) alleges that she was wrongfully dismissed as a law partner for whistle blowing. Synopsis of Rule of Law. Fiduciary relationships cannot create exceptions to the at will nature of partnerships among law partners. ...
Bane v. Ferguson
CitationBane v. Ferguson, 890 F.2d 11, 1989 U.S. App. LEXIS 17556, 11 Employee Benefits Cas. (BNA) 2216 (7th Cir. Ill. Nov. 20, 1989) Brief Fact Summary. Ferguson (D) and other firm managers (D) are being sued by Bane (P) who claims they negligently breached fiduciary duties when they cancelled his retirement benefits. Synopsis of Rule of Law. No liability attaches to a dissolution of a company if it was motivated by good faith judgment for the corporation’s benefit and not the personal gain of the officers. ...
United States v. Bestfoods
CitationUnited States v. Bestfoods, 524 U.S. 51, 118 S. Ct. 1876, 141 L. Ed. 2d 43, 1998 U.S. LEXIS 3733, 66 U.S.L.W. 4439, 98 Cal. Daily Op. Service 4317, 98 Daily Journal DAR 5957, 28 ELR 21225, 46 ERC (BNA) 1673, 157 A.L.R. Fed. 735, 1998 Colo. J. C.A.R. 2937, 11 Fla. L. Weekly Fed. S 610 (U.S. June 8, 1998) Brief Fact Summary. Bestfoods (D) holds that it is not liable for the actions its subsidiary. Synopsis of Rule of Law. A corporate parent that actively involved itself in and exercised control over the operations of a polluting facility may be held directly liable in its own right a ...
Stark v. Flemming
CitationStark v. Flemming, 283 F.2d 410, 1960 U.S. App. LEXIS 3535 (9th Cir. Cal. Oct. 20, 1960) Brief Fact Summary. Stark (P) started a corporation and paid herself wages so she could qualify for Social Security. Synopsis of Rule of Law. If corporate formalities have been observed, the form cannot be dismissed unless statutes say otherwise. ...
Roccograndi v. Unemployment Comp. Bd. Of Review
CitationRoccograndi Unemployment Comp. Case, 197 Pa. Super. 372, 1962 Pa. Super. LEXIS 834, 178 A.2d 786 (Pa. Super. Ct. 1962) Brief Fact Summary. Members of a family corporation applied for unemployment compensation when they laid themselves off during times of poor business. Synopsis of Rule of Law. Corporate form is ignorable when applicants for benefits can exert control over a corporation to fire themselves or hire themselves at will because they are considered self-employed. ...
Radaszewski v. Telecom Corp.
CitationRadaszewski v. Telecom Corp., 981 F.2d 305, 1992 U.S. App. LEXIS 29709 (8th Cir. Mo. Nov. 12, 1992) Brief Fact Summary. A truck driver of a wholly owned subsidiary of Telecom Corp (D) struck Radaszewski (P) while he was riding his motorcycle. Synopsis of Rule of Law. To pierce the corporate veil, it must be found that total control of a subsidiary amounting to complete domination was used for an improper motive, leading to injury. ...
Fletcher v. Atex, Inc.
CitationFletcher v. Atex, Inc., 68 F.3d 1451, 1995 U.S. App. LEXIS 27971, CCH Prod. Liab. Rep. P14,358 (2d Cir. N.Y. Oct. 5, 1995) Brief Fact Summary. Fletcher (P) brought suit against Atex, Inc (D) and its parent company Eastman Kodak (D) for injuries from use of Atex’s (D) keyboards. Synopsis of Rule of Law. Under applicable state law the court will pierce the corporate veil and find shareholders individually liable in cases involving fraud, or where the subsidiary doesn’t count as a separate entity from the parent company. ...
DeWitt Truck Brokers v. W. Ray Flemming Fruit Co.
CitationDe Witt Truck Brokers, Inc. v. W. Ray Flemming Fruit Co., 540 F.2d 681, 1976 U.S. App. LEXIS 11359 (4th Cir. S.C. May 13, 1976) Brief Fact Summary. DeWitt Truck Brokers (P) sought to impose individual liability on Flemming (D) by piercing the corporate veil of his company, Ray Flemming Fruit Co. (D). Synopsis of Rule of Law. A court will pierce the corporate veil to eliminate injustices or inequitable consequences. ...
Cargill, Inc. v. Hedge
CitationCargill, Inc. v. Hedge, 375 N.W.2d 477, 1985 Minn. LEXIS 1214 (Minn. Oct. 25, 1985) Brief Fact Summary. The Hedges (D) who own land via a family farm corporation, contend that the corporation’s corporate veil can be reverse pierced so that they can save their homestead exemption from their judgment creditor Cargill, Inc. (P). Synopsis of Rule of Law. The corporate veil for a family farm corporation may be reversed pierced on land in the corporation to save homestead exemption from judgment creditors. ...
Bartle v. Home Owners Co-op.
CitationBartle v. Home Owners Cooperative, Inc., 309 N . Y. 103, 127 N.E.2d 832, 1955 N . Y. LEXIS 938 (N . Y. 1955) Brief Fact Summary. Home Owners Cooperative Inc. (D), whole owners of Westerlea Builders, Inc., a subsidiary, controlled the subsidiary’s affairs but committed not fraud or injury to Westerlea’s creditors. Synopsis of Rule of Law. The doctrine of “piercing the corporate veilâ€, and holding a corporation liable for its subsidiary is inapplicable if no fraud, misrepresentation, or illegality has been committed. ...
Baatz v. Arrow Bar
CitationBaatz v. Arrow Bar, 452 N.W.2d 138, 1990 S.D. LEXIS 22 (S.D. Feb. 28, 1990) Brief Fact Summary. McBride struck the Baatzes (P) while he was driving intoxicated. The Baatzes (P) hold Arrow Bar (D) and its owners (D) personally liable and negligent in serving McBride Alcohol. Synopsis of Rule of Law. The court will not “pierce the corporate veil†if insufficient evidence is given that the corporation is not a separate legal entity. ...
Katzowitz v. Sidler
CitationKatzowitz v. Sidler, 24 N . Y.2d 512, 249 N.E.2d 359, 301 N . Y.S.2d 470, 1969 N . Y. LEXIS 1338 (N . Y. 1969) Brief Fact Summary. Two out of three directors of a closed corporation voted to purchase another issue of stock, but the third refused. When the assets were sold, and the profits were distributed according to proportion of stock owned, the third director sought to have the distribution nullified. Synopsis of Rule of Law. Where new shares are offered in a closed corporation, and existing shareholders do not purchase a share, the shareholders are not estopped from bringing a ...
Hanewald v. Bryan’s Inc
CitationHanewald v. Bryan’s, Inc., 429 N.W.2d 414, 1988 N.D. LEXIS 250 (N.D. Sept. 20, 1988) Brief Fact Summary. Bryan’s Ince. (D) went out of business without paying off a debt on the lease to the store. Hanewald (P) filed suit against the corporation and family members, holding them personally liable for having shareholder status. Synopsis of Rule of Law. Shareholders are liable to corporate creditors for unpaid debts in their stock. ...
Gottfried v. Gottfried
CitationGottfried v. Gottfried, 73 N.Y.S.2d 692, 1947 N.Y. Misc. LEXIS 3108 (N.Y. Sup. Ct. 1947) Brief Fact Summary. Minority stockholders (P) sought to compel the board of directors (D) to issue dividends on common stock, claiming that dividends had not been paid for other than on the corporation’s welfare and the stockholders. Synopsis of Rule of Law. Directors cannot withhold the issuance of dividends in bad faith if there is an adequate surplus available. ...
Donahue v. Rodd Electrotype Co.
CitationDonahue v. Rodd Electrotype Co., 367 Mass. 578, 328 N.E.2d 505, 1975 Mass. LEXIS 875 (Mass. 1975) Brief Fact Summary. Donahue (P), a minor shareholder in a closely held corporation, seeks to rescind the corporate purchase of shares of the majority shareholder. Synopsis of Rule of Law. Controlling stockholders in a close corporation who force the corporation to buy their stock breach their fiduciary duty to minority shareholders if they do not offer all stockholders an equal opportunity to sell a ratable number of shares to the corporation at the equivalent price. ...
Dodge v. Ford Motor Co.
CitationDodge v. Ford Motor Co., 204 Mich. 459, 170 N.W. 668, 1919 Mich. LEXIS 720, 3 A.L.R. 413 (Mich. 1919) Brief Fact Summary. Ford Motor Co. (D) in an attempt to lower the price of its autos and increase jobs, allegedly discontinued payments of dividends. Synopsis of Rule of Law. Courts will intervene to force dividends that normally only the directors of the corporation alone have power over if it is discovered that refusal to do so on the directors’ part was for fraud or for an intention unrelated to the shareholder’s welfare. ...
Nissen Corp. v. Miller
CitationNissen Corp. v. Miller, 323 Md. 613, 594 A.2d 564, 1991 Md. LEXIS 142, 60 U.S.L.W. 2169, CCH Prod. Liab. Rep. P13,023 (Md. Aug. 27, 1991) Brief Fact Summary. Brandt (P) was injured by a treadmill manufactured by American Tredex who later became Nissen Corp. (D). Brandt (P) brought suit on product liability against Nissen (D) and others. Synopsis of Rule of Law. “Continuity of enterpriseâ€, is not an exception in corporate successor liability. ...
Pepper v. Litton
CitationPepper v. Litton, 308 U.S. 295, 60 S. Ct. 238, 84 L. Ed. 281, 1939 U.S. LEXIS 971 (U.S. Dec. 4, 1939) Brief Fact Summary. Litton (P) the sole shareholder and the head of a bankrupt corporation filed a wage claim while in bankruptcy. Synopsis of Rule of Law. If a claimant in bankruptcy is shown to have dominated over a corporation, his claim may be diminished or dismissed if it is shown that enforcing the claim would create unfair consequences for other creditors. ...