CitationFlorida v. Riley, 484 U.S. 1058, 1988 U.S. LEXIS 672, 108 S. Ct. 1011, 98 L. Ed. 2d 977, 56 U.S.L.W. 3568 (U.S. Feb. 22, 1988) Brief Fact Summary. An officer acting on anonymous tip observed marijuana in the interior of a respondent Riley’s partially covered greenhouse from the vantage point of a helicopter. Synopsis of Rule of Law. An officer’s naked eye observation of the interior of a partially covered greenhouse in a residential backyard from the vantage point of a helicopter 400 feet above did not constitute a search requiring a warrant. ...
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Northeast Harbor Golf Club, Inc. v. Harris
CitationNortheast Harbor Golf Club v. Harris, 661 A.2d 1146, 1995 Me. LEXIS 158 (Me. July 20, 1995) Brief Fact Summary. The Northeast Harbor Golf Club, Inc., (Appellant), brought suit against Nancy Harris, (Appellee), for breach of fiduciary duty as its president by purchasing and developing property adjacent to that owned by Appellant. Appellant appeals from the Superior Court judgment in favor of Appellee. Synopsis of Rule of Law. A corporate opportunity is one that is closely related to a business in which the corporation is engaged or one that accrues to the fiduciary as a result of her ...
Heller v. Boylan
CitationHeller v. Boylan, 29 N.Y.S.2d 653, 1941 N.Y. Misc. LEXIS 2131 (N.Y. Sup. Ct. 1941) Brief Fact Summary. This is a derivative action brought by 7 out of a total of 62,000 stockholders, (Plaintiffs) holding under 1000 out of a total of over 5 million shares of the American Tobacco Company seeking recovery for the corporation from its directors, (Defendants) for alleged improper payments to certain of its officers. Synopsis of Rule of Law. The duty of the director executives participating in the bonus seems plain – they should be the first to consider unselfishly whet ...
Lehrman v. Cohen
CitationLehrman v. Cohen, 222 A.2d 800, 1966 Del. LEXIS 163, 43 Del. Ch. 222 (Del. July 8, 1966) Brief Fact Summary. Jacob Lehrman, (Plaintiff), brought suit against NM. Cohen, (Defendant), alleging the creation, issuance, and voting of a Class AD stock resulted in an illegal arrangement and the election of Joseph B. Danzansky as president of Giant Food, Inc. constituted a breach of contract and a breach of fiduciary duty. Plaintiff appeals the Delaware Court of Chancery grant of summary judgment in favor of the Defendant. Synopsis of Rule of Law. The test for a voting trust is whether 1) th ...
Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
CitationRingling Bros.-Barnum & Bailey Combined Shows, Inc. v. Utah Div. of Travel Dev., 1999 U.S. LEXIS 6565, 528 U.S. 923, 120 S. Ct. 286, 145 L. Ed. 2d 239, 68 U.S.L.W. 3232 (U.S. Oct. 4, 1999) Brief Fact Summary. Plaintiff, Edith Ringling, brought an action to enforce a stock pooling agreement she had with one of the Defendants, Aubrey Haley. Synopsis of Rule of Law. Shareholders can agree to pool their votes and have a third party intercede when there is any disagreement as to how to vote. ...
Stokes v. Continental Trust Co. of City of New York
CitationStokes v. Continental Trust Co., 186 N.Y. 285, 78 N.E. 1090, 1906 N.Y. LEXIS 1112 (N.Y. 1906) Brief Fact Summary. Stokes, (Appellant), brought suit against Continental Trust Co. of City of New York, (Appellee), to compel it to issue to him at par 221 shares of an increase made in its capital stock or, in the alternative, damages. Synopsis of Rule of Law. A stockholder has an inherent right to a proportionate share of new stock issued for money only and not to purchase property for the purposes of the corporation or to effect a consolidation, and while he can waive that right, he cann ...
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, the sole shareholder of the Dixie Splint Coal Company, filed a claim in the bankruptcy court to recover the balance of a judgment obtained for back salary. The District Court disallowed the claim and directed that the trustee should recover for the benefit of the bankrupt’s estate the property purchased by Litton at the execution sale. Synopsis of Rule of Law. Subordination may be necessitated by certain cardinal principles of equity jurisprudence. A ...
Sweeney v. Kane
CitationSweeney, Cohn, Stahl & Vaccaro v. Kane, 6 A.D.3d 72, 773 N.Y.S.2d 420, 2004 N.Y. App. Div. LEXIS 2499 (N.Y. App. Div. 2d Dep’t Mar. 8, 2004) Brief Fact Summary. The law firms of Seltzer, Sussman and Habermann and Sweeney, Cohn, Stahl & Vaccaro, (Plaintiffs), brought suit against Gin Properties, Inc., Amy Kane, and George Kane to recover outstanding legal fees owed by Amy Kane. Plaintiffs request that corporate assets of Gin Properties, Inc. be used to satisfy judgments against shareholder Amy Kane. Plaintiffs appeal the Supreme Court of New York’s decision to dism ...
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. The United States, brings an action against two parent corporations for the polluting activities of its subsidiary company. The United States Supreme Court must determine whether the parent companies can be liable under section 107(a)(2) of the Comprehensive Envir ...
Frontier Refining Company v. Kunkel
CitationFrontier Ref. Co. v. Kunkel’s, 407 P.2d 880, 1965 Wyo. LEXIS 169 (Wyo. 1965) Brief Fact Summary. Frontier Refining Company, (Appellant), brought suit against Kunkel’s Inc., and George Fairfield, Clifford D. Kunkel, and Harlan Beach, (Appellees), as partners of Kunkel’s Inc. Appellant alleges that Appellees were indebted to Appellant for the sale of gasoline to the partnership. Appellant appeals the trial court ruling in favor of Appellees holding that no partnership existed. Synopsis of Rule of Law. All persons who assume to act as a corporation without authority to ...
Louis K. Liggett Co. v. Lee
CitationLouis K. Liggett Co. v. Lee, 288 U.S. 517, 53 S. Ct. 481, 77 L. Ed. 929, 1933 U.S. LEXIS 51, 85 A.L.R. 699 (U.S. Mar. 13, 1933) Brief Fact Summary. Thirteen chain storeowners, (Appellants), filed a class action seeking an order enjoining tax officials, (Appellees), from enforcing Chapter 15624 of the Laws of Florida, 1931 (Ex. Sess.). Defendant successfully moved to dismiss and the Supreme Court of Florida affirmed. Plaintiffs appealed to the United States Supreme Court. Synopsis of Rule of Law. Chain stores employ distinguishable methods of conducting business and the Legislature ma ...
711 Kings Highway Corp. v. F.I.M.
Citation711 Kings Highway Corp. v. F.I.M.’s Marine Repair Service, Inc., 51 Misc. 2d 373, 273 N.Y.S.2d 299, 1966 N.Y. Misc. LEXIS 1617 (N.Y. Sup. Ct. 1966) Brief Fact Summary. 711 Kings Highway Corp., (Plaintiff), brought suit against F.I.M.’s Marine Repair Serv., Inc., (Defendant), to set aside a contract as ultra vires. Defendant moves for summary judgment. Synopsis of Rule of Law. Ultra vires may not be invoked as a sword in support of a cause of action any more than it can be utilized as a defense except (1) in an action brought by a shareholder to enjoin a corporate act or ( ...
In re USACafes, L.P. Litigation
CitationIn re USACafes, L.P. Litigation, 600 A.2d 43, 1991 Del. Ch. LEXIS 94, Fed. Sec. L. Rep. (CCH) P96,056 (Del. Ch. June 7, 1991) Brief Fact Summary. Plaintiffs Limited Partners of USACafes, L.P. (“Plaintiffs”) brought a class action suit against Defendants USACafes General Partner, Inc and six directors of the General Partner (“Defendants”) for breach of fiduciary duty. Plaintiffs claimed that the sale of Plaintiffs’ assets to an independent entity, under which Defendants received side payments, breached Defendants’ fiduciary duty to Plaintiffs becaus ...
Smith v. Dixon
CitationSmith v. Dixon, 14 F.3d 956, 1994 U.S. App. LEXIS 1217 (4th Cir. N.C. Jan. 21, 1994) Brief Fact Summary. E.F. Smith, his wife, their children and their children’s spouses constitute a business firm known as E.F. Smith & Sons, A Partnership, (collectively Appellants). Dixon, Appellee, brought this action against Appellants requesting specific performance of a contract for the sale of realty or in the alternative, damages for nonperformance. Synopsis of Rule of Law. A partnership is bound by the acts of a partner when he acts within the scope or apparent scope of his authorit ...
Alaska Plastics, Inc. v. Coppock
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
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 ...
Wilkes v. Springside Nursing Home, Inc
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 ...
Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
CitationRingling Bros.–Barnum & Bailey Combined Shows, Inc. v. Ringling, 53 A.2d 441, 1947 Del. LEXIS 25, 29 Del. Ch. 610 (Del. May 3, 1947) Brief Fact Summary. Plaintiff, Edith Ringling, brought an action to enforce a stock pooling agreement she had with one of the Defendants, Aubrey Haley. Synopsis of Rule of Law. Shareholders can agree to pool their votes and have a third party intercede when there is any disagreement as to how to vote. ...
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. ...
Shlensky v. Wrigley
CitationShlensky v. Wrigley, 95 Ill. App. 2d 173, 237 N.E.2d 776, 1968 Ill. App. LEXIS 1107 (Ill. App. Ct. 1st Dist. 1968) Brief Fact Summary. Plaintiff, William Shlensky, filed a derivative action against Defendant director, Phillip Wrigley, to force the installation of lights for night baseball. Synopsis of Rule of Law. A court will not interfere with an honest business judgment absent a showing of fraud, illegality or conflict of interest. ...
Pav-Saver Corp. v . Vasso Corp
CitationPav-Saver Corp. v. Vasso Corp., 143 Ill. App. 3d 1013, 493 N.E.2d 423, 1986 Ill. App. LEXIS 2284, 97 Ill. Dec. 760 (Ill. App. Ct. 3d Dist. May 23, 1986) Brief Fact Summary. Plaintiff, Pav-Saver Corporation, formed a business with Defendant, Vasso Corporation, to sell concrete paving machines. Plaintiff moved to dissolve the partnership and sought a return of the trademarks and patents associated with the business or payment for the intellectual property. Synopsis of Rule of Law. A party responsible for the dissolution of a partnership is not entitled to collect for the value of good ...
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, ...
Putnam v. Shoaf
CitationPutnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 Brief Fact Summary. Appellant administrator, George Putnam, brought an action against Appellees, John and Maurine Shoaf, to collect money paid to Appellee’s partnership. Appellees bought their interest of the partnership from Carolyn Putnam, whose estate is now represented by Appellant. Synopsis of Rule of Law. A conveyance of partnership property by one partner held in the name of the partnership is made in the name of the partnership and not as a conveyance of the individual interests of the partners. ...
Southex Exhibitions, Inc. v. Rhode Island Builders Assoc.
CitationSouthex Exhibitions, Inc. v. R.I. Builders Ass’n, 279 F.3d 94, 2002 U.S. App. LEXIS 1997 (1st Cir. R.I. Feb. 8, 2002) Brief Fact Summary. Plaintiff, Southex Exhibitions, Inc., took over Sherman Exhibition Management (SEM), a company that had contracted with Defendant, Rhode Island Builders Association, Inc., to produce home shows. Plaintiff maintained that the agreement between SEM and Defendant formed a partnership. Synopsis of Rule of Law. The determination of whether a partnership exists requires an analysis of a extensive set of factors that indicate the extent of the relationsh ...
Majestic Realty Associates, Inc. v. Toti Contracting Co
CitationMajestic Realty Associates, Inc. v. Toti Contracting Co., 30 N.J. 425, 153 A.2d 321, 1959 N.J. LEXIS 186 (N.J. 1959) Brief Fact Summary. Plaintiffs, building owner Majestic Realty and tenant Bohen’s Inc., brought an action against Defendants, independent-contractor Toti Contracting and the Parking Authority of the city of Patterson, New Jersey, for the damage done to the property while Defendants demolished an adjoining building. Synopsis of Rule of Law. Some actions are so inherently dangerous that a party can not delegate their liability for the duty of care to another party. ...