Abreu v. Unica Industrial Sales Inc.

586 N.E.2d 661 (1991)

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Nature of the Case

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Facts

Abreu's (P) husband was the co-founder and 50% owner of Ebro Foods. After his death, P succeeded him as president. Ralph and William Steinbarth (D) are co-owners and the only directors of La Preferida, Inc. (D), the other 50% shareholder in Ebro. Ralph and William Steinbarth (Ds) Ralph formed another company (D) to compete with Ebro Foods in securing the business of Kraft Foods. Ralph also tried to obtain master formulas of Ebro's products to make and sell on his own. The trial court removed Ralph as director and appointed a provisional director to stabilize the hostile factions of the board. The judge awarded damages of $211,269 to Ebro for the lost Kraft business. It also found that Ds repeatedly tried to obtain the master formulas for Ebro's products so that they might have the product made elsewhere and sell it themselves without going through Ebro. It determined that ownership of the formulas is exclusive to Ebro and that all shareholders are enjoined from disclosing the formulas or data from which the formulas may be ascertained. The court also removed Ralph as director and appointed a provisional director, Silvio Vega, the son-in-law of P. Vega was instructed to vote only on deadlocked matters. D appealed.