Mary Brodie, Robert Jordan, and David Barbuto were the only shareholders of Malden Centerless Grinding Co., a

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Mary Brodie, Robert Jordan, and David Barbuto were the only shareholders of Malden Centerless Grinding Co., a Massachusetts corporation. Beginning in 1984, each held one-third of the shares of the corporation, and all three served as directors. Mary’s deceased husband, Walter Brodie, was one of the founding members of the company and served as its president from 1979 to 1992. Walter received compensation from the company prior to 1992, when he was voted out as president and director of Malden. Walter was paid a consultant’s fee in 1994 and 1995. Neither Walter nor Mary received any compensation or other money from the corporation after 1995. When Walter died in 1997, Mary inherited his one-third interest in Malden. In July 1997, Mary attended a Malden shareholders’ meeting, at which she nominated herself as a director; she was not elected because Barbuto and Jordan voted against her. At this same meeting, Mary asked Barbuto and Jordan to perform a valuation of the company so that she could value her shares, but the valuation was never performed. In 1998, Mary sued Barbuto and Jordan, claiming that they breached a fiduciary duty by freezing her out of the corporation. Will the Court find that Barbuto and Jordan breached a fiduciary duty and oppressed Mary? If so, how might the Court rectify the situation?

Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Business Law The Ethical Global and E-Commerce Environment

ISBN: 978-1259917110

17th edition

Authors: Arlen Langvardt, A. James Barnes, Jamie Darin Prenkert, Martin A. McCrory

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