DocketNumber: No. CV 98-0414972
Citation Numbers: 1999 Conn. Super. Ct. 9776
Judges: PITTMAN, JUDGE.
Filed Date: 7/27/1999
Status: Non-Precedential
Modified Date: 4/17/2021
The plaintiffs complaint is in four counts. In Count I the plaintiff alleges certain conduct on the part of the other shareholders relating to the staffing and fiscal affairs of the corporation. She alleges that the decisions of these shareholders, who constitute a majority of the directors of the corporation, are illegal, oppressive, and fraudulent and constitute the misapplication or wasting of corporate assets. In Count II, she realleges the same conduct and alleges that the defendants have breached their fiduciary duty to the corporation and to her as a minority shareholder. In Count III, the plaintiff alleges that the defendants have breached a duty of good faith and fair dealing that they owe to her. In Count IV, the plaintiff alleges that the individual defendants have unjustly enriched themselves at her expense in the way they have structured the salaries, benefits package, and staffing pattern.
The plaintiff prays for a dissolution of the corporation under Conn. Gen. Stat. §
The motion to strike essentially claims that the defendants have a good defense to the plaintiffs claims, namely that they are insulated by the business judgment rule in Conn. Gen. Stat §
In an earlier ruling in the instant case denying the defendants' Motion to Dismiss (which raised nearly identical grounds), the court (Licari, J.) found that "[w]hat is or is not `oppressive' conduct . . . is a mixed question of law and fact . . . [on which] reasonable minds could certainly differ. . . ." This court agrees.
In this case where the plaintiff also alleges an absence of good faith and a breach of fiduciary duty, it is particularly inappropriate for the court to find as a matter of law that the plaintiffs allegations do not support such an inference. See, e.g. Suarez v. Dickmont Plastics Corp.,
As a further reason to strike Count II, the defendants claim that the plaintiff has not properly alleged the requirements to maintain a shareholder derivative action on behalf of the corporation under Conn. Gen. Stat. §
In conclusion, this court finds that the allegations in the complaint state a cause of action sufficient to withstand the Motion to Strike filed by the defendants. Accordingly, the Motion to Strike is denied.
Patty Jenkins Pittman, Judge