CitationForemost-McKesson, Inc. v. Provident Sec. Co., 423 U.S. 232, 96 S. Ct. 508, 46 L. Ed. 2d 464, 1976 U.S. LEXIS 145, Fed. Sec. L. Rep. (CCH) P95,396 (U.S. Jan. 13, 1976) Brief Fact Summary. Respondent, Provident Securities Co., received debentures from Petitioner, Foremost-McKesson, Inc., that when converted would be greater than ten percent of Petitioner company. Respondent sought declaratory judgment to ensure that they were not liable to Petitioner for profits under Section: 16(b) of the Securities Exchange Act. Synopsis of Rule of Law. Under Section: 16(b), the phrase “at th ...
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Dirks v. Securities and Exchange Commission
CitationDirks v. SEC, 681 F.2d 824, 1982 U.S. App. LEXIS 19173, 220 U.S. App. D.C. 309, Fed. Sec. L. Rep. (CCH) P98,669 (D.C. Cir. May 18, 1982) Brief Fact Summary. Petitioner, Raymond Dirks, received material information from insiders who wanted Petitioner to report fraudulent practices in their company. Petitioner tipped clients and investors by disclosing the information to them. Synopsis of Rule of Law. A tippee owes a fiduciary duty to shareholders if the tippee received material nonpublic information from an insider that breached his fiduciary duty by disclosing the information, and t ...
Pommer v. Medtest Corp
CitationPommer v. Medtest Corp., 961 F.2d 620, 1992 U.S. App. LEXIS 6242, Fed. Sec. L. Rep. (CCH) P96,592 (7th Cir. Ill. Apr. 7, 1992) Brief Fact Summary. Plaintiff, Robert Pommer, bought $200,000 worth of shares in Defendant company, Medtest Corp., from Defendant Patrick Manning after Manning told Plaintiff that the company had a patented technology that made it likely to be acquired by another company. Synopsis of Rule of Law. A material statement is considered fraudulent at the time it was made, and whether the falsehood turns true, or vice versa, does not affect the determination. ...
Santa Fe Industries, Inc. v. Green
CitationSanta Fe Industries, Inc. v. Green, 1976 U.S. LEXIS 2380, 429 U.S. 814, 97 S. Ct. 54, 50 L. Ed. 2d 74 (U.S. Oct. 4, 1976) Brief Fact Summary. Plaintiffs, Green et al., were minority shareholders of Kirby Lumber Corp. Plaintiffs brought this action to recover a greater share price after Defendant majority shareholder, Santa Fe Industries, Inc., forced Plaintiffs to sell their shares. Synopsis of Rule of Law. Section 10(b) of the Securities Exchange Act and Rule 10b-5 prohibit conduct involving manipulation or deception, but are not so expansive as to govern incidences of fiduciary br ...
Deutschman v. Beneficial Corp
CitationDeutschman v. Beneficial Corp., 841 F.2d 502, 1988 U.S. App. LEXIS 2728, Fed. Sec. L. Rep. (CCH) P93,655 (3d Cir. Del. Mar. 7, 1988) Brief Fact Summary. Plaintiff, Robert Deutschman, was a purchaser of call options, including options in the stock of Defendant corporation, Beneficial Corp. Plaintiff sought standing to bring an action against Beneficial and its CEO and CFO for misrepresentations that they made. Synopsis of Rule of Law. There is no transactional nexus requirement to achieve standing in a suit under a section 10(b) affirmative misrepresentation case, which would therefo ...
Fliegler v. Lawrence
CitationFliegler v. Lawrence, 361 A.2d 218, 1976 Del. LEXIS 434 (Del. 1976) Brief Fact Summary. Plaintiff, Irving Fliegler, brought a suit on behalf of Agau Mines, Inc., against Defendant directors, John Lawrence et al., after they voted to exercise an option to purchase shares of another company. Synopsis of Rule of Law. Shareholder ratification of a transaction between the corporation and an interested party will not be legitimate if the majority of the shareholders are the interested parties. ...
Lewis v. S.L. & E., Inc
CitationLewis v. S. L. & E., Inc., 629 F.2d 764, 1980 U.S. App. LEXIS 15487 (2d Cir. N.Y. July 22, 1980) Brief Fact Summary. Plaintiff, Donald Lewis, brought a derivative suit against Defendants, the directors of S.L. & E, Inc. (SLE), for waste after Defendants did not raise the rent paid to SLE by a company, Lewis General Tires, Inc. (LGT), that Defendants also owned. Synopsis of Rule of Law. Directors that have a conflict of interest in a corporate transaction have the burden to prove that no waste was committed. ...
Elf Atochem North America, Inc. v. Jaffari
CitationElf Atochem N. Am., Inc. v. Jaffari, 727 A.2d 286, 1999 Del. LEXIS 111, 79 A.L.R.5th 803 (Del. Apr. 6, 1999) Brief Fact Summary. Appellant, Elf Atochem North America, Inc., brought suit against Appellee, Cyrus Jaffari, for issues related to their LLC, Malek LLC. The suit was brought in a Delaware court, but the LLC agreement called for disputes to be settled with arbitration in San Francisco, CA. Synopsis of Rule of Law. The Delaware LLC statutes give great deference to the freedom of LLC members to contract, providing the terms do not overstep any of the mandatory statutory provisi ...
McConnell v. Hunt Sports Ent
CitationMcConnell v. Hunt Sports Enters., 132 Ohio App. 3d 657, 725 N.E.2d 1193, 1999 Ohio App. LEXIS 3998 (Ohio Ct. App., Franklin County Aug. 31, 1999) Brief Fact Summary. Appellants, Hunt Sports Enterprises et al., and Appellees, John McConnell et al., were part of an LLC that was bidding for a professional hockey franchise. The principal of one of Appellees, John McConnell, personally made a bid for a franchise after the principal of one of the Appellants, Lamar Hunt, rejected numerous lease agreements and stalled the application for the franchise. Synopsis of Rule of Law. Members of an ...
Grimes v. Donald
CitationGrimes v. Donald, 1995 Del. Ch. LEXIS 3 (Del. Ch. Jan. 11, 1995) Brief Fact Summary. Plaintiff, C.L. Grimes, filed an action against Defendant Board of Directors and CEO James L. Donald to invalidate Donald’s employment agreement which Plaintiff believed effectively abdicated the Board’s management powers to Donald. Synopsis of Rule of Law. A plaintiff, by making a demand, waives his right to contest the independence of the Board of Directors, and the effect of the demand will apply for all of a plaintiff’s stated claims. ...
Kinney Shoe Corp. v. Polan
CitationKinney Shoe Corp. v. Polan, 939 F.2d 209, 1991 U.S. App. LEXIS 15304 (4th Cir. W. Va. July 17, 1991) Brief Fact Summary. Plaintiff, Kinney Shoe Corp., subleased a building to a corporation owned by Defendant, Lincoln Polan. Plaintiff brought this action to hold Defendant personally liable for the money not paid on a sublease. Synopsis of Rule of Law. A plaintiff can pierce the corporate veil if they demonstrated that the totality of the circumstances evidence that their was a unity of interest between the individual and the corporation, and that an inequitable result would occur if ...
Meehan v. Shaughnessy
CitationMeehan v. Shaughnessy, 535 N.E.2d 1255, 404 Mass. 419, 1989 Mass. LEXIS 87 (Mass. Mar. 28, 1989) Brief Fact Summary. Plaintiffs, James Meehan and Leo Boyle, left the law firm of the Defendants, Maurice Shaughnessy et al. Plaintiffs wanted money they believed was owed to them under their partnership agreement, and Defendants countered that Plaintiffs violated their fiduciary duty and interfered with Defendants’ business. Synopsis of Rule of Law. A partner has the obligation to render a true and full accounting of business affecting the partnership. ...
Jewel v. Boxer
CitationJewel v. Boxer, 156 Cal. App. 3d 171, 203 Cal. Rptr. 13, 1984 Cal. App. LEXIS 2078 (Cal. App. 1st Dist. May 22, 1984) Brief Fact Summary. Plaintiffs, Howard Jewel and Brian Leary, and Defendants, Stewart Boxer and Peter Elkind, were partners of a firm that has since dissolved. Plaintiffs appeal the trial court’s allocation of fees stemming from work in progress during the dissolution. Synopsis of Rule of Law. For law practice partnerships, the Uniform Partnership Act requires that any fees paid to the partners for cases in progress during the dissolution should be allocated to ...
Monin v. Monin
CitationMonin v. Monin, 785 S.W.2d 499, 1989 Ky. App. LEXIS 134 (Ky. Ct. App. Oct. 13, 1989) Brief Fact Summary. Appellant, Charles Monin, alleged that his former partner, Appellee Joseph “Sonny” Monin, violated his fiduciary duty to the business when he independently sought to contract with a third party once the partnership dissolved. Synopsis of Rule of Law. A partner’s fiduciary duty to the partnership applies during the period when a partnership is dissolving and winding up its affairs. ...
Owen v. Cohen
CitationOwen v. Cohen, 19 Cal. 2d 147, 119 P.2d 713, 1941 Cal. LEXIS 455 (Cal. 1941) Brief Fact Summary. Respondent Russ Owen and Appellant Israel Cohen entered a partnership agreement to run a bowling alley. Within a few months Respondent moved for a dissolution of the business once the partners’ relationship turned sour. Synopsis of Rule of Law. A partner can move to dissolve a partnership if another partner’s conduct undermines or breaches the partnership agreement. ...
Collins v. Lewis
CitationCollins v. Lewis, 53 Minn. 78, 54 N.W. 1056, 1893 Minn. LEXIS 272 (Minn. 1893) 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. ...
Page v. Page
CitationPage v. Page, 55 Cal. 2d 192, 359 P.2d 41, 10 Cal. Rptr. 643, 1961 Cal. LEXIS 201 (Cal. 1961) Brief Fact Summary. Plaintiff and Defendant were brothers who ran a linen supply business. After years of losses, Plaintiff wanted to dissolve the business just as it became profitable. Synopsis of Rule of Law. Unless specified, a partnership may be dissolved at will by any partner providing the partner is exercising good faith. ...
National Biscuit Co. v. Stroud
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. ...
Summers v. Dooley
CitationSummers v. Dooley, 94 Idaho 87, 481 P.2d 318, 1971 Ida. LEXIS 270 (Idaho 1971) Brief Fact Summary. Plaintiff, John Summers, hired an employee despite the objections of Defendant-partner, E.A. Dooley. Plaintiff wants Defendant to reimburse him for half the costs of the additional employee. Synopsis of Rule of Law. A partner will not be permitted to recover expenses that benefit the partner individually rather than benefiting the partnership. ...
Lawlis v. Kightlinger & Gray
CitationLawlis v. Kightlinger & Gray, 562 N.E.2d 435, 1990 Ind. App. LEXIS 1450 (Ind. Ct. App. Nov. 14, 1990) Brief Fact Summary. Plaintiff, Gerald Lawlis, was a partner of Defendant firm, Kightlinger &Gray. Plaintiff was expelled from the firm after a long battle with alcoholism. Synopsis of Rule of Law. The remaining partners must act in good faith, which would prohibit the wrongful withholding of money or property, when expelling a partner, ...
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. 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. ...
General Automotive Mfg. Co. v. Singer
CitationGeneral Automotive Mfg. Co. v. Singer, 19 Wis. 2d 528, 120 N.W.2d 659, 1963 Wisc. LEXIS 491 (Wis. 1963) Brief Fact Summary. Defendant, John Singer, engaged in business activity that directly competed with his employer, Plaintiff General Automotive Mfg. Co., and never notified Plaintiff of his activity. Synopsis of Rule of Law. An employee will be held to his or her contractual duty of loyalty, and their fiduciary duty would forbid them from engaging in activities that are competitive with their employer. ...
Murphy v. Holiday Inns, Inc
CitationMurphy v. Holiday Inns, Inc., 216 Va. 490, 219 S.E.2d 874, 1975 Va. LEXIS 319, 81 A.L.R.3d 756 (Va. 1975) Brief Fact Summary. Plaintiff, Kyran Murphy, slipped and injured herself at a hotel operated that was franchised by Defendant, Holiday Inns, Inc., to a third party. Synopsis of Rule of Law. When establishing an agency relationship through a contract, the nature and extent of the control agreed upon will determine whether the agency exists. ...
Humble Oil & Refining Co. v. Martin
CitationHumble Oil & Refining Co. v. Martin, 148 Tex. 175, 222 S.W.2d 995, 1949 Tex. LEXIS 401 (Tex. 1949) Brief Fact Summary. Plaintiff, George Martin, brought an action against Defendants, Humble Oil & Refining Co. and A.C. Love, when Plaintiff and his children were hit from behind by Love’s car after she left it for Humble Oil to service. Synopsis of Rule of Law. Determining whether a master-servant relationship exists, rather than an independent contractor relationship, is a question of fact that will be answered in the affirmative when the master exerts a considerable amou ...
Nogales Service Center v. Atlantic Richfield Co
CitationNogales Service Center v. Atlantic Richfield Co., 1978 U.S. LEXIS 3596, 439 U.S. 930, 99 S. Ct. 318, 58 L. Ed. 2d 323, 84 Lab. Cas. (CCH) P10,871, 99 L.R.R.M. 2955 (U.S. Oct. 30, 1978) Brief Fact Summary. Appellant, Nogales Service Center, filed a breach of contract claim against Appellee, Atlantic Richfield Co., to enforce a one-cent per gallon price reduction promised by Appellee’s agent. Synopsis of Rule of Law. Inherent agency is not derived from actual or apparent authority, or estoppel, but solely to protect third persons from agent conduct. ...