Mccann v. Mccann

275 P.3d 824 (2012)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

P and D were each gifted 36.7% of the shares of the Corporation. The remaining shares were held by William, Sr. until they were transferred to a trust set up to benefit his wife, Gertrude. Following Gertrude's death, her shares passed to D. Upon the death of William, Sr. in 1997, D became the President and CEO of the corporation. The business relationship between P and D was made worse by P having a derivative lawsuit dismissed for failure to abide by written demand requirements. Six years later, P filed the present action alleging that the directors of the Corporation breached their fiduciary duty owed to him as a shareholder by engaging in a 'squeeze-out.' P asked for equitable relief or, if necessary, dissolution of the corporation under I.C. § 30-1-1430(2)(b). Ds filed a motion to dismiss arguing that res judicata bars the claims and that D once again failed to comply with the written demand requirements. The district court granted partial summary judgment on the breach of fiduciary duties claim, holding that the claim is derivative and fails to meet the written demand requirements of I.C. § 30-1-742. The court denied summary judgment on the dissolution claim because P made the factual allegations necessary to assert the claim. Ds again moved for summary judgment on the corporate dissolution claim, arguing that P failed to show 'irreparable harm to the corporation.' The court granted the motion and P appealed.