Shlensky v. Wrigley

95 Ill. App. 2d 173, 237 N.E. 2d 776 (1968)

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Nature of the Case

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Facts

Shlensky (P) was a minority stockholder of the Chicago National League Ball Club (operating the Chicago Cubs) and Wrigley Field. Phillip Wrigley (D) was the majority stockholder. As the corporation operated with a net operating loss for the years 1961 - 1965, P suggested the commencement of night games at Wrigley field to maximize attendance, revenue, and income. D felt baseball was strictly a daytime sport. He also claimed concerns over the quality of the neighborhood, if the Cubs were to start playing at night. D thought that those factors outweighed the potential of increased revenue. P claimed this attitude was negligent and showed a lack of reasonable care in the management of the corporate affairs by D and the Board of Directors. P sued. P alleges that the other directors have acquiesced in the policy laid down by D and have permitted him to dominate the board of directors in matters involving the installation of lights and scheduling of night games, even though they knew he was not motivated by a good faith concern as to the best interests of defendant corporation, but solely by his personal views. P claims that the directors are acting for a reason or reasons contrary and wholly unrelated to the business interests of the corporation and that these arbitrary and capricious acts constitute mismanagement and waste of corporate assets, and that the directors have been negligent in failing to exercise reasonable care and prudence in the management of the corporate affairs. The lower court held that plaintiff's amended complaint did not state a cause of action. P appealed. P contends that fraud, illegality, and conflict of interest are not the only basis for a stockholder's derivative action against the directors.