Logourl black

Abreu v. Unica Indus. Sales, Inc.

Appellate Court of Illinois
586 N.E.2d 661 (1991)


Zenaida Abreu (plaintiff) owns 50 percent of shares and is the president of Ebro Foods, Inc. Ralph and William Steinbarth (defendants) co-own and are the sole directors of La Preferida, Inc. (defendant), which owns the other 50 percent of Ebro shares. Ralph Steinbarth created Unica Industrial Sales, Inc. to compete with Ebro for Kraft Foods’ business. Abreu brought a shareholder’s derivative action against the Steinbarths, Law Preferida, and Unica (defendants). The trial court found that there had been oppressive conduct and fraudulent self-dealing, and removed Ralph Steinbarth as director on Ebro’s board. The trial court also found that the Steinbarths and La Preferida had breached their fiduciary duties, and ordered relief, including appointing an additional director to oversee Ebro’s new board of directors and to break any deadlocks between the two existing directors, Abreu and La Preferida’s candidate. The court appointed Silvio Vega, Abreu’s son-in-law, as the provisional director. Vega worked for Ebro for more than 17 years, was familiar with the corporation, had a CPA degree, and understood the history of Ebro and La Preferida’s relationship. The Steinbarths and La Preferida appeal, arguing that Vega’s appointment violated the statutory requirement that provisional directors be impartial, and that the trial court erred in refusing to remove Vega for acting in ways that are inconsistent with his duties as provisional director.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Greiman, J.)

The holding and reasoning section includes:

  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

Here's why 93,000 law students rely on our case briefs:

  • Reliable - written by law professors and practitioners not other law students.
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your class - works on your mobile and tablet.
  • 12,592 briefs - keyed to 169 casebooks.
  • Uniform format for every case brief.
  • Written in plain English - not in legalese and not just repeating the court's language.
  • Massive library of related video lessons - and practice questions.
  • Ability to tag case briefs in an outlining tool.
  • Top-notch customer support.
Start Your Free Trial Now