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Supreme Judicial Court of Massachusetts, Berkshire. Mark J. Loewenstein, University of Colorado Law School, WILKES V. SPRINGSIDE NURSING HOME, INC. : A HISTORICAL PERSPECTIVE, 33 W. New Eng. Thus, we concluded in Donahue, with regard to "their actions relative to the operations of the enterprise and the effects of that operation on the rights and investments of other stockholders, " "[s]tockholders in close corporations must discharge their management and stockholder responsibilities in conformity with this strict good faith standard. Held: a donation by A. Smith to Princeton was intra vires (within the corporations scope of authority). This test weighed the majority's right of self-interest against the fiduciary duty owed to the minority considering the following factors: (1) whether the majority could demonstrate a legitimate business purpose for its action; (2) whether the minority had been denied its justifiable expectations by the majority's actions; (3) whether an alternative course of action was less harmful to the minority's interests. Therefore our order is as follows: So much of the judgment as dismisses Wilkes's complaint and awards costs to the defendants is reversed. Held: Judgment for Wilkes; the other three investors breached their fiduciary duty to him.
353 N. E. 2d 657 (Mass. STANLEY J. WILKES vs. SPRINGSIDE NURSING HOME, INC. & Others. Corporation is that it gets them a. job working there. Wilkes alleged that he, Quinn, Riche and Dr. Hubert A. Pipkin (Pipkin)[4] entered into a partnership agreement in 1951, prior to the incorporation of Springside, which agreement was breached in 1967 when Wilkes's salary was terminated and he was voted out as an officer and director of the corporation. In the context of this case, several factors bear directly on the duty owed to Wilkes by his associates. Additionally, founding shareholders can elect to incorporate the company as a statutory close corporation under Delaware law, which provides special relief to shareholders of. • (including failure to inform one's self of available material facts). In short, the court recognized the legitimacy of shareholders looking out for their "selfish ownership interest" in the company. Though Wilkes was principally engaged in the roofing and siding business, he had gained a reputation locally for profitable dealings in real estate. During and after the time that Donal and the plaintiff were fired, NetCentric was in the process of hiring additional staff. Wilkes shall be allowed to recover from Riche, the estate of T. Edward Quinn and the estate of Lawrence R. Connor, ratably, according to the inequitable enrichment of each, the salary he would have received had he remained an officer and director of Springside. "Freeze outs, " however, may be accomplished by the use of other devices. In 1994, the plaintiff, O'Sullivan, and his brother, Donal O'Sullivan (Donal) (collectively, the founders), discussed forming.
Walter had been a founder of the firm and had served from 1979 to 1992 as its president, but in 1992 was voted out as president; in the two years before his death in 1997 he was not receiving compensation of any sort from the corporation. Furthermore, we may infer that a design to pressure Wilkes into selling his shares to the corporation at a price below their value well may have been at the heart of the majority's plan. In particular, this Article asserts that Wilkes's multistep, burden-shifting rule is a nuanced and effective method for accommodating both a victim's claim of majoritarian wrongdoing and the majority's claim of legitimate motive and even business necessity. Harrison v. NetCentric Corp., 433 Mass. It is an inescapable conclusion from all the evidence that the action of the majority stockholders here was a designed "freeze out" for which no legitimate business purpose has been suggested.
Held: The lower court finding of liability was not contested. Viii) At a special stockholders' meeting held on November 20, 2007, the merger was approved by more than 99% of the voted shares. A plaintiff minority shareholder can nonetheless prevail if he or she can show that the controlling group could have accomplished its business objective in a manner that harmed his or her interests less. The board recognized that the 13D signaled to the market that the company was ''in play, '' but the directors decided to take a ''wait and see'' approach.
On appeal, Wilkes argued in the alternative that (1) he should recover damages for breach of the alleged partnership agreement; and (2) he should recover damages because the defendants, as majority stockholders in Springside, breached *844 their fiduciary duty to him as a minority stockholder by their action in February and March, 1967. Breach of fiduciary duty. Thus, they formed a corporation. Were these decisions part of an activist streak by the Massachusetts Supreme Judicial Court, or aberrational to its jurisprudence?
To what extent is this assessment accurate? P convinced others to sell at the higher price. Wilkes sought, among other forms of relief, damages in the amount of the salary he would have received had he continued as a director and officer of Springside subsequent to March, 1967. Business Organizations Keyed to Cox. DeCotis v. D'Antona, 350 Mass. And so on with the rest of the Wilkes test. The plaintiff served initially as the company's president, and later as its vice-president of sales and marketing, and as a director. This issue of the Western New England Law Review documents the papers which were presented at the Symposium.
Iii) In response to the Schedule 13D, the Lyondell board immediately convened a special meeting. Two other shareholders, Jordan and Barbuto, each owned one-third of the shares. 1630, 1638 (1961); Note, 35 N. 271, 273-275 (1957); Symposium The Close Corporation, 52 Nw. He was assigned no specific area of responsibility in the operation of the nursing home but did participate in business discussions and decisions as a director and served additionally as financial adviser to the corporation. On the attorney's suggestion, and after consultation among themselves, ownership of the property was vested in Springside, a corporation organized under Massachusetts law. On August 5, 1971, the plaintiff (Wilkes) filed a bill in equity for declaratory judgment in the Probate Court for Berkshire County, [2] naming as defendants T. Edward Quinn (Quinn), [3] Leon L. Riche (Riche), the First Agricultural National Bank of Berkshire County and Frank Sutherland MacShane as executors under the will of Lawrence R. Connor (Connor), and the Springside Nursing Home, Inc. (Springside or the corporation). Quinn's salary was increased, but Riche and O'Conner's were not. V) Smith said he would bring the offer to the board but he didn't think they would accept since they really weren't on the market. 13] Other noneconomic interests of the minority stockholder are likewise injuriously affected by barring him from corporate office. P's attorney advised him that if they were to operate the business as planned, they would be liable for any debts incurred by the partnership and by each other.